Wyrick Robbins Yates & Ponton LLP

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4101 Lake Boone Trail
Suite 300
Raleigh, NC 27607-7506, United States
Phone: 919.781.4000
Fax: 919.781.4865
Areas Of Practice
  • Appellate Practice
  • Commercial Law & Contracts
  • Environmental Law
  • Finance & Banking
  • Health
  • Intellectual Property
  • Labor & Employment Law
  • Mergers & Acquisitions
  • Privacy
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Wills, Trusts, & Estate Planning
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Locations
Other U.S. Locations
  • North Carolina
Number of Attorneys
100+ Attorneys

Down Rounds – What Are They and How to Mitigate Litigation Risk

“Down rounds” and why they are contentious - Early-stage companies often raise capital in multiple rounds.  While founders and investors hope that a company’s valuation is on a one-way trip upwards, the next round could be at…more

Capital Raising, Controlling Stockholders, Down Rounds, Early Stage Companies, Fiduciary Duty

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DOL’s New Salary Threshold Makes Millions of Employees Eligible for Overtime

On April 23, 2024, the U.S. Department of Labor (“DOL”) issued a final rule (the “Rule”) increasing the minimum salary threshold for employees exempt from the overtime pay requirements established by the Fair Labor Standards Act…more

Department of Labor (DOL), Employer Liability Issues, Exempt-Employees, Fair Labor Standards Act (FLSA), Federal Labor Laws

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Fraud in M&A Transactions – Why should parties focus on it?

Treatment of fraud is a key issue in M&A transactions and often a heavily negotiated point.  Acquisition agreements often include “fraud carve-outs” – exclusions for fraud from highly negotiated limitations as to survival of…more

Carve Out Provisions, Contract Negotiations, Corporate Sales Transactions, Fraud, Representations and Warranties

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M&A in 2024: How to Prepare for HSR Filings in a Year of Antitrust Uncertainty

In June 2023, the Federal Trade Commission (“FTC”) issued a proposed rule that would dramatically change, and increase the burden of, Hart-Scott-Rodino Act (the “HSR Act”) pre-merger antitrust filings.  Many observers expect…more

Acquisition Agreements, Antitrust Provisions, Corporate Sales Transactions, Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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Staying on the Front Foot in the Face of Mass Arbitrations

Introduction - For many of us, fall means football.  And regardless of whether your football flavor is the American pigskin variety, or the beautiful game we call soccer in the United States, you can appreciate the…more

Arbitration, Arbitration Agreements, Class Action, Consumer Contracts, Defense Strategies

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Combatting Seller Impersonation Fraud with Respect to Vacant, Unencumbered Land

The Emergence of Seller Impersonation Fraud - Recent reports from various title companies and other leaders in the real estate industry show that across the United States, systematic fraudulent schemes involving sophisticated…more

Buyers, Commercial Property Owners, Deeds, Fraud, Fraud Alerts

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Structuring M&A Agreements – Five Lessons from the Tiffany & Co. V. LVMH Affair

It was a whirlwind affair. The Manhattan socialite and the sophisticated Parisian. Tiffany & Co. (NYSE: “TIF”) and LVMH, Moët Hennessy Louis Vuitton SE (OTC: “LVMUY”), announced their engagement, via joint press release, on…more

Acquisition Agreements, Choice-of-Law, Contract Terms, Corporate Counsel, Corporate Sales Transactions

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Illinois Adopts Business-Favorable Amendment to Biometric Information Privacy Act

The Illinois Biometric Information Privacy Act (“BIPA”) has posed significant litigation risk to businesses collecting biometric information since its adoption in 2008. Last year, an Illinois Supreme Court decision magnified…more

Biometric Information, Biometric Information Privacy Act, Damages, Data Collection, Data Privacy

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An Environmental Primer for Lenders

 Given the current demand for downtown properties, borrowers are acquiring contaminated properties like never before. Against this backdrop, lenders should become familiar with the basics of environmental laws imposing…more

ASTM, CERCLA, Contaminated Properties, Deed-in-Lieu of Foreclosure, Environmental Liability

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SEC Adopts Final Rules Relating to SPACs, Shell Companies, and De-SPAC Transactions

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and guidance affecting initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and business combinations…more

Capital Markets, Capital Raising, Corporate Sales Transactions, Disclosure Requirements, Initial Public Offering (IPO)

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Nasdaq Proposes to Accelerate Delisting Process

Nasdaq has proposed amendments to its listing standards that would accelerate the delisting process for certain companies that fail to satisfy its minimum bid price requirement. These proposals are ostensibly in response to…more

Capital Markets, Delisting, Equity Securities, Listing Standards, Nasdaq

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SEC Adopts Changes to Schedule 13D and Schedule 13G

On October 10, 2023, the Securities and Exchange Commission (the “SEC”) adopted final rules amending Schedules 13D and 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to update reporting rules and…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

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Preparing for an Exit: Tips for a Smoother Sale of your Business

We’re often asked what advice we’d give to business owners that have an exit transaction on the horizon.  Our answer?  It’s never too early to begin preparing.  Below are a number of key preliminary steps that a private company…more

Acquisition Agreements, Business Strategies, Business Succession, Corporate Sales Transactions, Estate Planning

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Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax…more

Business Continuity Plans, Buyers, Change of Control, Corporate Sales Transactions, Liability

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Same Old Song and Dance: The Song-Beverly Credit Card Act of 1971 is Plaintiffs’ Latest Tool to Target Pixels and Other Online Tracking Tools

The plaintiffs’ bar has added a new tool to its arsenal to target cookies, pixels, and similar online tracking tools and the businesses that use them: the California Song-Beverly Credit Card Act of 1971 (“Act”). This…more

Credit Cards, E-Commerce, Internet Retailers, IP Addresses, Personal Data

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Everything Is Bigger in Texas…Except for Reproductive Privacy Rights

This is not a drill: the Texas Attorney General is coming for HIPAA. On September 4, 2024, the State of Texas sued the United States Department of Health and Human Services (DHHS) to enjoin portions of HIPAA regulations,…more

Administrative Procedure Act, Department of Health and Human Services (HHS), Health Insurance Portability and Accountability Act (HIPAA), Patient Privacy Rights, PHI

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Yonder Window Breaks: Earnout Covenants in Acquisitions

Earnouts, which provide sellers payouts if certain post-closing milestones are reached, have become increasingly popular in recent M&A transactions given today’s uncertain regulatory and financial climate.  Inflation, supply…more

Acquisition Agreements, Breach of Contract, Contract Terms, Corporate Sales Transactions, Merger Agreements

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Significant CON Reform May Be Coming to North Carolina (UPDATED)

(UPDATE) On March 27, 2023, Governor Roy Cooper signed into law House Bill 76, An Act to Provide North Carolina Citizens with Greater Access to Healthcare Options, a copy of which can be found here: Session Law 2023-7. As…more

Certificate of Need, Health Care Providers, Healthcare, Healthcare Facilities, Hospitals

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Are My Taxes Going Up? Seven Proposals to Watch from the House Ways and Means Committee’s Draft Tax Legislation

Congress has other plans for tax practitioners this fall, starting with the House Ways and Means Committee’s initial draft of major tax legislation.  The draft legislation proposes far-reaching changes to existing tax laws,…more

Biden Administration, Capital Gains Tax, Corporate Taxes, Income Taxes, Internal Revenue Code (IRC)

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SEC Pauses Climate Disclosure Rules

On April 4, 2024, the Securities and Exchange Commission (the “Commission”) voluntarily issued an order staying its recently adopted climate disclosure rules  (the “Final Rules”), pending the completion of judicial review of the…more

Capital Markets, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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What is Venture Capital and Why Does It Matter?

The moniker “venture capital” is believed to have originated from the financier John Hay Whitney. Having served in World War 2, Whitney returned to the United States with a new mission: to spread American ideals of free…more

Early Stage Companies, Emerging Growth Companies, Equity Financing, Investment, Investors

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SEC Issues Proposed Rules on Disclosures Surrounding Stock Repurchases

On December 15, 2021, the Securities and Exchange Commission (SEC) proposed amendments to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under Section 12 of the Securities…more

Comment Period, Disclosure Requirements, Equity Securities, Proposed Amendments, Regulatory Reform

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SAFE Financing – a Deep Dive on the Evolution of the SAFE

As we’ve noted in a previous article, the Y Combinator-hosted SAFE (Simple Agreement for Future Equity) has become the investment contract of choice for startup companies that have already attracted investors. However, the SAFE…more

Capital Raising, Early Stage Companies, Emerging Growth Companies, Entrepreneurs, Financial Services Industry

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What are IP Assignment Agreements?

For the high-growth startups we represent (and into which our venture capital clients invest), intellectual property (IP) is typically the core asset driving the company’s value. Ensuring that the company’s IP is properly owned…more

Confidentiality Agreements, Contract Terms, Copyright, Emerging Growth Companies, Intellectual Property Protection

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Bad Medicine: 5 Lessons from the Connecticut AG’s Report on CTDPA Cure Notices

On February 1, 2024, the Connecticut Office of the Attorney General (“OAG”) issued a Report to the General Assembly’s General Law Committee (“Report”), summarizing the OAG’s enforcement efforts during six months since the…more

Connecticut, Consumer Privacy Rights, Cybersecurity, Data Breach, Data Management

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DOL Issues Long-Awaited Independent Contractor Classification Regulation

The Department of Labor’s final rule for classifying independent contractors replaces the previous Trump-era rule that emphasized two factors – control over the work performed and the worker’s opportunity for profit or loss –…more

Department of Labor (DOL), Economic Realities Test, Employee Definition, Employer Liability Issues, Fair Labor Standards Act (FLSA)

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FTC Non-Compete Ban: What Employers Need To Know

On April 23, 2024, the Federal Trade Commission (“FTC”) issued a final rule (the “Rule”) that would ban almost all non-competition agreements in the United States.  The Rule comes a little over a year since the FTC proposed its…more

Competition, Employer Liability Issues, Employer Responsibilities, Employment Contract, Federal Trade Commission (FTC)

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Cookie Cutter: NY AG Announces Cookie Scrutiny with Business Guide to Website Privacy Controls

Website privacy controls—in the form of banners and pop-ups asking visitors to agree to, or reject, a website’s use of cookies, pixels, and similar technologies used to track their behavior—are becoming ubiquitous. In the United…more

Consumer Privacy Rights, Cookies, Cybersecurity, Data Collection, Data Protection

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Don’t Call It a Breach Rule: FTC Health Breach Notification Rule Has Been Here for Years, Now Updated to Serve as a Backdoor Privacy Regulation

As our loyal Practical Privacy readers may remember, back in December of 2021, the Federal Trade Commission (the “FTC” or “Commission”) began a rulemaking process to update the Commission’s Health Breach Notification Rule (the…more

Breach Notification Rule, Data Breach, Data Privacy, Data Security, Electronic Medical Records

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What is A Dual-Class Stock Structure and Do I Want It?

What is a Dual-Class Stock Structure? A dual-class stock structure basically means that a company has given disproportionate voting rights to one group of shareholders, typically its founders…more

Corporate Governance, Dual Class Share Structures, Publicly-Traded Companies, Securities Regulation, Voting Rights

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Anatomy of a Venture Financing

Whether you’re a first-time founder or a serial entrepreneur, the process of obtaining venture funding can be complicated and confusing. Let’s look at the process of getting a venture financing to closing, and the primary deal…more

Charter, Emerging Growth Companies, Entrepreneurs, Financing, Investment Contract

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Client Alert: SEC Approves Nasdaq Board Diversity Listing Rules

On August 6, 2021, the U.S. Securities and Exchange Commission (the “SEC”) approved Nasdaq Stock Market (“Nasdaq”) board diversity listing rules. These rules, which Nasdaq initially proposed in December 2020 and then revised in…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I), LGBTQ

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SEC Adopts Final Cybersecurity Rules

Following up on our previous report from almost a year ago, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) has adopted final rules intended to enhance and standardize disclosures regarding cybersecurity…more

Corporate Governance, Cyber Attacks, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements

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An Environmental Primer for Lenders

 Given the current demand for downtown properties, borrowers are acquiring contaminated properties like never before. Against this backdrop, lenders should become familiar with the basics of environmental laws imposing…more

ASTM, CERCLA, Contaminated Properties, Deed-in-Lieu of Foreclosure, Environmental Liability

See all updates »

Tracking the SEC’s Climate and ESG Task Force and its Enforcement Actions

Capital Markets In March of 2021, the U.S. Securities and Exchange Commission (“SEC”) announced the creation of a Climate and ESG Task Force (“Task Force”) in the Division of Enforcement. Prompted by increased investor focus and…more

Capital Markets, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Fourth Circuit Expands Scope of Potential “Same-Sex Harassment”

In a unanimous decision, the U.S. Court of Appeals for the Fourth Circuit has become the most recent federal appellate court to expand the scope of conduct that may constitute same-sex harassment…more

Civil Rights Act, Employer Liability Issues, Hostile Environment, Same-Sex Harassment, Sexual Harassment

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New Twist in Wire Fraud Scams and Five Ways to Prevent Becoming a Victim

In June 2022, the FBI and Internet Crime Complaint Center (IC3) issued a warning about a new wire fraud scam involving attorney trust accounts and the acquisition of medical equipment that resulted in approximately $2 million in…more

Escrow Agents, FBI, Hackers, Risk Management, Scams

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DOL’s New Salary Threshold Makes Millions of Employees Eligible for Overtime

On April 23, 2024, the U.S. Department of Labor (“DOL”) issued a final rule (the “Rule”) increasing the minimum salary threshold for employees exempt from the overtime pay requirements established by the Fair Labor Standards Act…more

Department of Labor (DOL), Employer Liability Issues, Exempt-Employees, Fair Labor Standards Act (FLSA), Federal Labor Laws

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What is Liquidation Preference?

​In a venture capital deal, a liquidation preference refers to the payout investors receive in a liquidation event (like a sale or merger) prior to any payments made to the common stockholders. Venture capital investors almost…more

Investment, Investors, Liquidation, Preferences, Preferred Shares

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Do I Get Time Off from Work to Vote?

As Summer transitions to Fall, political ads are everywhere.  Pumpkins, pigskins, polls and prognostications abound. Unless you live under a rock, you know 2024 is an election year.  As election day approaches, employers should…more

Employee Rights, Employees, Employer Liability Issues, Employment Policies, Paid Leave

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SEC Adopts Amendments to Modernize Share Repurchase Disclosure

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to modernize existing disclosure requirements relating to companies’ repurchases of their equity securities that are registered under Section 12 of…more

Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Repurchase Agreements, Securities and Exchange Commission (SEC)

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SEC Issues Additional Guidance Related to Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission (the “SEC”) updated its compliance and disclosure interpretations (“C&DIs”) on pay versus performance disclosures (see the Regulation S-K C&DI page on the SEC’s…more

C&DIs, Capital Markets, Corporate Counsel, Disclosure Requirements, Executive Compensation

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Maybe Not Practical After All: HUD Proposes Revised Cyber Incident Reporting Requirement for FHA-Approved Mortgagees

As we discussed in a recent post, earlier this year the U.S. Department of Housing and Urban Development (“HUD”) issued Mortgagee Letter 2024-10, which imposed a new requirement on all FHA-approved mortgagees to report certain…more

Cyber Incident Reporting, Cybersecurity, Data Breach, Data Protection, Federal Housing Administration (FHA)

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Significant CON Reform May Be Coming to North Carolina (UPDATED)

(UPDATE) On March 27, 2023, Governor Roy Cooper signed into law House Bill 76, An Act to Provide North Carolina Citizens with Greater Access to Healthcare Options, a copy of which can be found here: Session Law 2023-7. As…more

Certificate of Need, Health Care Providers, Healthcare, Healthcare Facilities, Hospitals

See all updates »

Decoding Entity Selection: Considerations for Founders

What’s the Best Choice of Entity? When we work with founders to start their business, the question of which type of entity to form is often their first question. For many high-growth companies that are planning to obtain…more

Business Entities, Business Formation, C-Corporation, Equity Grants, Financing

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