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Common Stock

Latham & Watkins LLP

Demystifying Modern Convertible Notes - April 2024 - Revised Edition

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Issuing convertible notes has long been an attractive capital-raising option for public companies. At its most basic essence, a convertible note is a debt instrument that pays interest and principal, but also carries the...more

Goodwin

What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

Goodwin on

We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the...more

Bracewell LLP

FTC Acts to Remedy Interlocking Director and Information Exchange Concerns in Oil & Gas Transaction

Bracewell LLP on

On August 16, 2023, the Federal Trade Commission took action to resolve its antitrust concerns associated with a proposed transaction between EQT Corporation (EQT) and private equity firm QEP Partners, LP (Quantum) pursuant...more

Troutman Pepper

Delaware Court of Chancery Confirms Enforceability of NVCA Covenant Not to Sue for Breach of Fiduciary Duty

Troutman Pepper on

In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more

Morgan Lewis

After Boxed, Delaware Poised to Revise Section 242’s Charter Amendment Process for Multi-Share Class Companies

Morgan Lewis on

Delaware legislature is considering proposed amendments to Section 242 of the Delaware General Corporation Law that would help address the challenges dual-share class companies have been facing in the wake of Garfield v....more

Seward & Kissel LLP

First Republic Bank Closed, Acquired by JPMorgan Chase

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In the early morning hours of Monday, May 1, 2023, the California Department of Financial Protection and Innovation closed First Republic Bank (“FRB”) and appointed the Federal Deposit Insurance Corporation (“FDIC”) receiver...more

Morgan Lewis

Delaware Provides Remedy to Multi-Share Class Corporations’ Uncertainty After Boxed

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In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more

BCLP

Whoops! Should stockholders have voted as separate classes on that charter amendment?

BCLP on

What happened - A recent Delaware chancery court decision has called into question consolidated voting on charter amendments by some companies with multiple classes of common stock. In Garfield v. Boxed, Inc., the court...more

Dechert LLP

Delaware Court of Chancery Holds “MFW” Framework Applies to Controller Transaction Despite Substantially Higher Third-Party Offer

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MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller. A special committee will likely satisfy the duty of care...more

Morris James LLP

Imposing “A Remedy Of First Impression,” Chancery Divests Party Of Stock Ownership As A Post-Judgment Contempt Sanction Under Rule...

Morris James LLP on

In re Stream TV Networks, Inc. Omnibus Agreement Litig., C.A. No. 2020-0776-JTL (Del. Ch. Oct. 3, 2022) - Court of Chancery Rule 70 speaks to the Court’s discretion in fashioning sanctions for failure to comply with a...more

Hogan Lovells

Brown v. Matterport: Court of Chancery addresses share transfer restrictions after de-SPAC merger - Corporate / M&A Decisions...

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In Brown v. Matterport, Inc., et al., C.A. No. 2021-0595-LWW (Del. Ch. Jan. 10, 2022), the Delaware Court of Chancery held that transfer restrictions restricting trade of stock “outstanding immediately” after a de-SPAC merger...more

Goodwin

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

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District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock...more

Schwabe, Williamson & Wyatt PC

Changes of Ownership, Asset Transactions, Mergers, and Death of Borrowers or and Owner

Effective October 2, 2020, the Small Business Administration (“SBA”) issued an SBA Procedural Notice: Paycheck Protection Program Loans and Changes of Ownership; and on October 26, 2021, the SBA issued SBA Procedural Notice...more

Proskauer - Corporate Defense and Disputes

California Federal Court Holds U.S. Securities Laws Inapplicable to Unsponsored, Unlisted ADR Transaction Preceded by Purchase of...

The U.S. District Court for the Central District of California held on January 7, 2022 that the federal securities laws do not apply to U.S. transactions in unlisted, unsponsored American Depositary Receipts (“ADRs”) for a...more

Gray Reed

Could Corporate Convertible Loans be Subject to Criminal Usury Laws in New York?

Gray Reed on

In Adar Bays, LLC v. GeneSYS ID, Inc., the New York Court of Appeals (the “Court”) held that the conversion price in a convertible option could be classified as interest thereby potentially falling under the territory of New...more

Jones Day

Second Circuit Adopts "Control Test" for Imputation of Fraudulent Intent in Bankruptcy Avoidance Litigation

Jones Day on

In yet another chapter in the tortured saga of the fallout from the failed 2007 leveraged buyout ("LBO") of media giant The Tribune Co. ("Tribune") in a transaction orchestrated by real-estate mogul Sam Zell, the U.S. Court...more

Williams Mullen

ESOP Essentials: Can My Company Offer An ESOP? Selected Tax Guidance on Choice of Entity, Business Structure and ESOPs

Williams Mullen on

An employee stock ownership plan (ESOP) is a type of tax-qualified retirement plan. ESOPs are designed to invest primarily in qualifying employer securities, as defined in applicable tax rules....more

Knobbe Martens

Bioventus’ Shareholders Approve Acquisition of Misonix

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Bioventus recently announced that its shareholders approved its agreement to acquire Misonix.  Bioventus agrees to pay Misonix shareholders either 1.6839 shares of Bioventus class A common stock or $28.00 for each share of...more

Proskauer Rose LLP

Top 10 Practice Tips: Business Development Companies

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Over the last several years, an increasing number of asset managers have evaluated the potential benefits of including a business development company (BDC) as part of a diversified credit platform. A BDC is a hybrid of an...more

Allen Matkins

Where To Find Common Stock In The California General Corporation Law

Allen Matkins on

As discussed in this post, the California General Corporation Law defines and uses the term "common shares" rather than "common stock".   Common shares are shares that have no preference over other shares with respect to...more

Allen Matkins

Why Common Shares May Not Be Common Stock

Allen Matkins on

 Surprisingly, the California General Corporation Law uses the term "common stock" as opposed to "common stock" in only a single statute.  Section 159 of the California Corporations Code defines "common shares" as "shares...more

Farrell Fritz, P.C.

A Gentle Reminder to Get Specific with Your General Releases

Farrell Fritz, P.C. on

When someone releases another from claims, he is relinquishing his right to sue in connection with the subject of the release.  So long as it is not procured by fraud, New York courts will generally enforce broad general...more

Stinson - Corporate & Securities Law Blog

NYSE Completes Amendments to Shareholder Approval and Related Party Requirements

The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more

Allen Matkins

What Makes "Common Shares" Common?

Allen Matkins on

California's General Corporation Law refers to "common shares" rather than "common stock".  What makes shares shares "common shares"?  Section 159 defines "common shares" as "shares which have no preference over any other...more

Stinson - Corporate & Securities Law Blog

Exceptions to Beneficial Ownership Disclosure of Private Companies in Corporate Transparency Act

The pending National Defense Authorization Act (NDAA) for Fiscal Year 2021 (H.R. 6395) will require many private companies to confidentially report the beneficial ownership of their common stock in many circumstances....more

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