Brown v. Matterport, Inc., 2021-0595-LWW (Del. Ch. Jun. 5, 2023) - The plaintiff sued alleging that the defendants had used lockup restrictions to improperly prevent him from selling shares....more
On July 13, 2023, Judge Analisa Torres in the Southern District of New York issued the much-anticipated summary judgment order in the Securities and Exchange Commission’s (SEC) case against Ripple Labs and two senior leaders,...more
Following a record-breaking year for IPOs and other going-public transactions in 2021, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing...more
Lock-up agreements typically involve the company's creditors committing in advance to vote at the relevant class meeting in favour of the contemplated scheme. Lock-up agreements serve an important commercial purpose of either...more
This practice note discusses lock-up agreements between underwriters or placement agents, on the one hand, and issuers and their directors, officers, and control persons, on the other, in connection with offerings of...more
In this episode, Akin Gump financial restructuring partners Lois Deasey and Liz Osborne offer an overview of creditors' fees related to English law schemes of arrangement. Among the topics covered: - The class and...more
An initial public offering (IPO) is a crucial time in the life of a company and its stakeholders. Initial investors, employees, and executives can profit from the public listing, and the company can raise additional capital....more
A recent Fenwick survey found that the length of IPO lock-up agreements for technology companies continues to predominantly be 180 days but that lock-ups are now increasingly subject to early release provisions in connection...more
Our last in a series of articles on direct listings noted that we were expecting significant regulatory developments to give companies more flexibility to pursue alternatives to a traditional initial public offering. Those...more
Thanks to a 2018 decision by the U.S. Supreme Court, the risk of IPO-related securities litigation has never been higher with class actions often brought by plaintiffs in both federal and state courts. With Congress not...more
On July 26, 2019, FINRA announced proposed changes to FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and FINRA Rule 5131 (New Issue Allocations and Distributions) to exempt...more
FINRA’s rules relating to equity IPOs, on spinning and withholding and IPO allocations, which came into effect following the dot-com bust, were recently amended. The amendments to Rule 5130, relating to restrictions on the...more
1. Experienced advisors - Choose experienced advisors, including lawyers, auditors and financial consultants (if necessary), and get them involved early. Advisors who work routinely with the SEC and investment bankers –...more
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more
In a paper titled, “IPO Lockup Expirations: A Persistent Anomaly of Scale,” author Kevin Green reviews the decline in stock prices following the expiration of lockup agreements relating to initial public offerings. ...more
Shearman & Sterling advised the Frigoglass Group on its successful capital restructuring (the “Restructuring”), which included the use of an English scheme of arrangement....more
For close to three months, M&A lawyers and other capital markets participants had been anxiously awaiting the release of written reasons from the Ontario Securities Commission (“OSC”) and the Financial and Consumer Affairs...more
This case reiterates the opportunity that an English scheme provides to companies in emerging market jurisdictions seeking to restructure their English law debt obligations with international lenders. Mr Justice Snowden’s...more
There are many ways for a public company to raise money, but one of the more increasingly popular choices is through an “at-the-market” or ATM offering, whereby a company can sell its securities into an existing trading...more
The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of...more
On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more
Having received the sanction of antitrust regulators in Europe, the U.S., China and South Africa, the planned merger of brewing giants AB InBev and SABMiller was scrutinised this week by the High Court in London on a topic...more
A transfer restriction on its own is not sufficient to defer tax on a compensatory equity grant. This proposition is highlighted by final regulations issued by the IRS on Feb. 25th under Internal Revenue Code section 83. The...more
On January 9, 2014, FINRA made a filing with the SEC (SR-2014-003) that proposes to amend Rule 5110 to: (1) narrow the scope of the definition of “participation or participating in a public offering;” (2) modify the lock-up...more
The Bankruptcy Court for the District of Delaware recently issued an opinion confirming a chapter 11 plan (i) based on a lock-up agreement between the debtor and its major creditors and (ii) containing third party releases...more