’33 Act/Deals
1. M&A
2. Shelfs
3. Private Placements
4. Debt Offerings
5. Proxy Fights
6. Antitakeover
7. IPOs
8. B Corp Offerings
9. Form S-8
10. Free Stock Offerings
1. M&A
- Mergers of Equals: Hot Takes
- Interim Operating Covenants: Hot Takes
- Golden Parachute Disclosures: Hot Takes
- All You Ever Wanted to Know About Stock-for-Stock Mergers (But Didn’t Know What to Ask)
- Merger Vote Mechanics: Hot Takes
- How to Handle “Change-of-Control” Pay Disclosure
- Do M&A “Reps & Warranties” Insurance Policies Actually Pay Claims?
- 7 Steps to Conducting Research for M&A Deals
- Reg FD & Letters of Intent
- How to File Form 8-Ks for Terminated Material Agreements
- How to File Form 8-Ks for New or Amended Material Definitive Contracts
2. Shelfs
6. Antitakeover
7. IPOs
- The Latest Capital Market Developments
- Nasdaq Listings, Transfers & Uplistings
- How to Handle Corp Fin’s Comment Letter Process
- How to Handle “Confidential Treatment Requests”
- Might SPACs with “Tontine” Warrants & Other Novel Features Lead to Greater Acceptance in Europe?
- The Latest IPO Governance Trends
- How Do You “Withdraw” Your Confidential IPO Filing – the “Form DRS” – with the SEC?
8. B Corp Offerings
- What’s the Difference Between “Public Benefit Corps” & “Certified B Corps”?
- An Overview of “Public Benefit Corporations”
- Disclosure Issues for a B Corp IPO
- “Founder’s Letter” for a B Corp IPO Prospectus
- Is a Trend of B Corps Going Public Now Here?
- How Do B Corp IPOs Differ From Traditional IPOs?
- The Definitive Guide to “Public Benefit Corporations”
- Roadshows for a B Corp IPO
9. Form S-8
- Parsing the Form S-8 / Rule 701 Proposals
- How Do You Register Securities for Multiple Plans on a Single Form S-8?
- How to File a “SLAP” With the NYSE for a New Form S-8
- How to Add New Shares to a Form S-8
- How to Draft the “Form S-8”
- The Definitive Guide to Form S-8
- What Securities & Offers Must Be Registered on Form S-8?
- “Share Counting” to Keep Track of Securities Registered on a Form S-8
10. Free Stock Offerings