Evolving Landscape of Secondary Transactions in Private Equity — PE Pathways Podcast
Cannabis Law Now Podcast: Cannabis Investing in the U.S. - The Good, the Bad, and the Ugly
Business Better Podcast Episode: Investing in Consumer Brands – A Conversation with SBJ Capital
Podcast: ESMA Report: Undue Pressure on Companies
FCPA Compliance Report-Episode 330 Robin Bew and Henry Stoever of the NACD
FCPA Compliance Report-Episode 328, Chris McNett on State Street Global Advisors' ESG Institutional Investor Survey
In October 2024, Florida amended its blue sky law so that the “bad actor” disqualification provisions of Rule 506(d) under the Securities Act of 1933 also would apply to, among other exempt transactions, offerings to Florida...more
If enacted, the House Committee on Ways and Means’ tax bill, entitled “The One, Big, Beautiful Bill,” could affect certain institutional investors. Among other measures, the proposed legislation would impose elevated US tax...more
Cornerstone Research, a top consulting and expert testimony firm, recently issued its annual report analyzing securities class action settlements. Cornerstone reports that, in 2024, both total settlement dollars and the...more
In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain...more
Key Points - Revised guidance from the SEC regarding ownership reporting is making institutional investors circumspect about raising issues with management. - Seeking to influence a company’s executive compensation, or...more
“The most recent development in the registered investment funds space has been the long-awaited movement toward the SEC granting dual share class ETF exemptive relief. This will be a significant catalyst for growth in...more
Fundraising in the global investment space has undergone a significant shift in recent years driven by a range of factors, among them: evolving investor preferences as new generations of investors come through, technological...more
As institutional capital floods into sports, investors are navigating a rapidly changing landscape where traditional financial models don’t always apply. At the 2025 Moorad Symposium, global sports industry practice co-chairs...more
A “hedge clause,” when incorporated into an investment advisory agreement, is designed to limit an adviser’s liability to its advisory client. Even carefully worded hedge clauses, however, can attract unwanted SEC enforcement...more
Right after Patrick Calves wrote about “continued momentum in the secondaries market, supported by both cyclical and structural tailwinds” in last week’s FFF, Yale University’s plans to sell up to $6 billion is dominating...more
Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements. Because the statute refers to sellers, it seems unlikely...more
Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following ...more
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
Build-to-Rent (“BTR”) is a subsector of Single Family Rentals (“SFR”). As a subsector of SFR, BTR occupies a unique space within the U.S. residential rental market. The broader category of SFR includes scattered homes for...more
The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more
As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more
In February 2025, the German investment landscape experienced a significant shift with the amendment of the German Ordinance Act, Anlageverordnung (AnlV), through the Eighth Amendment Regulation (8. VAGVÄndV)....more
As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more
Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more
On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more
In this episode of PE Pathways, Thao Le and Stephanie Pindyck Costantino discuss the evolving landscape of secondary transactions in the private equity market. They highlight the significant growth in secondary transactions,...more
The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more
On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more
We continue to observe the growth of professional sports as an asset class, with private capital having transformed team investments in recent years from trophy assets to opportunities for significant growth....more