Structured certificates of deposit – they look and feel like structured notes, but there are important differences, and traps for the unwary. Are they securities, or not? How does a structured CD program differ from a medium-term note program? Read our new What’s the Deal? – Structured Certificates of Deposit guide to find the answers
Top 10 Practice Tips: Lock-Up Agreements
This practice note provides 10 practice points to consider in drafting and negotiating lock-up agreements. In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons and other stockholders. Lock-up
Top 10 Practice Tips: Stock Repurchase Programs
This practice note includes 10 practice tips that may help you, as counsel to a public company or a repurchase agent, in implementing a stock repurchase program on behalf of your client. A stock repurchase program enables a company to buy back a certain number of its outstanding securities. In recent years, the repurchase activity
Top 10 Practice Tips: Liability Management Transactions
This practice note provides key practice tips for advising a client considering a liability management transaction. Given recurring periods of market volatility, issuers in a wide range of industry sectors from time to time evaluate potential liability management transactions, including debt repurchases, tender or exchange offers, and consent solicitations. Liability management transactions allow an issuer
Top 10 Practice Tips: Debt Tender Offers
These 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability management transactions, including debt tender offers for cash. Indeed, given the current low interest rate environment, companies may consider borrowing new
Top 10 Practice Tips: Negotiating an Underwriting Agreement
In connection with a registered securities offering, the underwriters of the offering typically enter into an underwriting agreement with the issuer of the securities and any selling stockholders. The underwriting agreement sets forth the terms and conditions pursuant to which the underwriters will purchase the offered securities and distribute them to the public. Both the
What’s the Deal? – Regulation S
Regulation S – it’s all about the definitions. US persons, distribution compliance periods, category 1, category 2, category 3, offshore transactions, directed selling efforts… where does it end? It ends at our new What’s the Deal? – Regulation S guide, where you will find clear and succinct answers to many of the questions raised by
Corporate Finance and the Securities Laws (Sixth Edition): The 2021 Edition
What’s new in the 2021 update of Corporate Finance and the Securities Laws? Quite a lot.
Highlights in the update include discussions addressing: digital currencies, electronic document delivery, “green bonds” and sustainability-linked bonds, developments in the convert market, which was particularly active in 2020 and 2021, and developments in the insurance-linked market. The update
Staying Nimble in the SPAC PIPE Market
The environment for de-SPAC transactions has changed dramatically from just a year ago. Redemptions by SPAC shareholders have risen substantially, SPAC PIPE investors have been less willing to hold illiquid securities and regulatory impediments have complicated transaction execution. As a result, structuring a successful de-SPAC transaction requires increased willingness to adapt and be creative. In
What’s the Deal? – Initial Public Offerings: Filing and Post-Filing Period
As we start the new year, over 116 IPOs remain in the queue, predominantly from issuers in the biotech, life sciences, and technology sectors. One of the most important steps in completing an IPO is publicly filing the registration statement, marking the commencement of the post-filing period.
In this What’s the Deal? guide, we