Reverse Triangular Mergers Do Not Trigger Anti-Assignment Clauses
Private Equity, Public Companies and Securities The Delaware chancery court recently restored some clarity to its jurisprudence regarding the effect of a reverse triangular merger (RTM) on contracts of the target company that contain anti-assignment clauses. An April 2011 ruling on a motion to dismiss had hinted that, in some circumstances, an RTM could be construed as an assignment by operation [...] Read more →
New FAQs on Broker-Dealer Registration Exemption
Broker-Dealer, Investment Advisers, Private Equity, Public Companies and Securities On February 5, 2013, the SEC released FAQs regarding Section 201 of the JOBS Act, which offers a new limited exemption from broker-dealer registration. In addition to directing... Read more →
FINRA Releases FAQs on Public Offering Review
Broker-Dealer, Public Companies and Securities FINRA has released a set of FAQs relating to its review of public offerings filed with FINRA’s Public Offering System, which replaced COBRADesk as FINRA’s online filing system... Read more →
Securities Law Essentials for Growing Companies
Public Companies and Securities We recently gave a presentation at a CLE titled Securities Law Essentials for Growing Companies. The presentation included an overview of what constitutes a public offering,... Read more →