Preserving Deferred Tax Assets in a Capital Raise
As part of our Global PE Trends Webinar Series, Morrison Foerster recently hosted a webinar entitled Structures and Solutions in a Challenging Market, moderated by New York corporate partner Mitchell Presser. The webinar...more
Financing terms in the VC market are tightening in a hurry. As valuations of public company comparables crumble and VCs engage in stricter price discipline, startups able to raise money may only be able to do so at...more
Brief commentary on the recent developments, cases, rulings, notices, and related federal tax guidance. Biden Administration Budget Proposal May Limit Tax-Free Reorganizations for Corporations with Preferred Stock...more
The executive compensation clawback rule mandated by Congress in Section 954 of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), is back. In the event of corporate misconduct, it will...more
The OCC, the Federal Reserve Bank, and the FDIC (collectively, the Banking Regulators) announced an interim final rule on March 9 that revises their capital rules to facilitate implementation of the US Treasury Department’s...more
For any founder, whether a first-timer or a serial entrepreneur, it’s an exciting moment when you receive a term sheet from a venture capital fund for your company’s first preferred stock financing round. Excitement aside,...more
The convertible debt market has remained remarkably stable over the last 15 months, despite considerable economic uncertainty related to the COVID-19 pandemic. Fenwick’s latest Convertible Debt Terms – Survey of Market Trends...more
PIPEs (private investments in public equity) provide investors and public companies with a flexible vehicle for bespoke capital solutions that can be executed quickly in the volatile markets that have arisen in the COVID-19...more
A company may find itself in a position to sell for a variety of reasons: a sale may be necessary to continue its growth, a potential buyer made an offer too good to pass up, or the owners are simply looking towards their...more
For many sponsor-backed and other highly leveraged private companies, the business impact of COVID-19 is just beginning to apply pressure to financial covenant compliance. As borrowers and private credit (or other) lenders...more
During the first quarter of 2020, corporate venture capital (CVC) programs at major companies continued to make significant investments in promising startups and late-stage enterprises. In this survey, we track investment...more
The Situation: Reforming the U.S. housing finance system has been a frequent discussion topic in the years since the 2008 financial crisis. The Result: In response to a March 2019 presidential memorandum, the Department of...more
The prospect of the U.S. Congress acting on housing reform this year remains unlikely. The House Democrats’ determination to formalize the impeachment inquiry into President Trump’s involvement with Ukraine and begin public...more
As private companies seek to stay private longer, many try to offer interim liquidity opportunities to their employees. These opportunities include secondary sales, where employees sell their common shares to investors, often...more
We continue to gauge the potential for Congress to act on the administration’s housing finance plan and/or pass their own before adjourning for the year. When Congress returned from August recess, members faced an ambitious...more
In the past few years promissory notes and SAFEs have become an increasingly popular way to fund early-stage companies. Fenwick completes hundreds of these types of financings for its clients each year and we recently...more
U.S. Developments - Regulatory Developments - Commissioner Hester Peirce Speaks Before the SUSS Convergence Forum: Inclusive Blockchain Finance, and Emerging Technologies - On August 1, 2019, Securities and Exchange...more
In this report, we compile market data on convertible debt terms based on an analysis of over 100 issuer-side convertible debt transactions deals handled by Fenwick over the 15-month period from January 1, 2018 to March 31,...more
Private equity firms entered 2018 amid a confusing mix of record inflows and elevated prices. At the same time, new regulation was expected to raise the cost of capital while also reducing taxes, rolling back limits on...more
The Delaware Court of Chancery in Manti Holdings LLC v. Authentix Acquisition Company recently confirmed that a stockholder agreement may contractually restrict the exercise of statutory appraisal rights. Although the court...more
In this report, we compile market data on convertible debt terms based on an analysis of over 100 issuer-side convertible debt transactions handled by Fenwick over the 15-month period from Jan. 1, 2017 through March 31, 2018....more
This year is primed to be the cannabis industry’s biggest yet. Almost $3 billion of capital was raised in the first quarter of 2018, more than four times the amount raised in the first quarter of 2017. With the increase in...more
On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements. Kanno v. Marwit Capital, No....more
Hosts Jonathan Hightower and Rob Klingler discuss recent capital raises and techniques used to preserve deferred tax assets....more
Will Bernat, a partner in Nutter’s Business Department and a member of the firm’s Emerging Companies and Commercial Finance practice groups, weighed in on financing deals for food and beverage companies in Nutter Insights....more