Investors and Mergers - Investment Banking Today

China Revised Rules for Foreign Investors’ Strategic Investment in A-share Listed Companies

JD Supra: Mergers

NOVEMBER 12, 2024

On November 1, 2024, the Ministry of Commerce of China, together with five other governmental departments, issued the newly revised Measures for the Administration of Strategic Investment in Listed Companies by Foreign Investors (the “New Measures”).

Investors

Investors Shares Investment Government

Private Placements in Florida Just Got Easier: Here’s How

JD Supra: Mergers

FEBRUARY 10, 2025

Florida recently implemented amendments to its Securities and Investor Protection Act (Chapter 517), bringing significant changes to the regulatory framework governing private placements, investment advisors, and exemptions for institutional investors.

Investors

Investors Government Investment Securities

5 Steps to a Successful Post-Merger (M&A) Integration

Midaxo

JULY 21, 2023

Execute with confidence Post-merger integration (PMI) is a fundamental stage in realizing the value of an M&A deal. A successful post-merger integration typically requires changes in a company’s business operations, people, processes, culture and structure. Download the Complete Guide to Post-Merger Integration 2.

M&A

M&A Mergers Management Investors

Securities Litigation Alert: Second Circuit Applies Fraud-on-the-Market Presumption to Section 10(b) Claims Based on Missed Appraisal Opportunity

JD Supra: Mergers

APRIL 1, 2025

Court of Appeals for the Second Circuit, allowed a putative investor class to proceed with securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934 based on their acceptance of an allegedly undervalued tender price in a freeze-out merger. By: Cadwalader, Wickersham & Taft LLP

Securities

Securities Mergers Investors

Three weeks later, investors are still not terribly enthusiastic about the massive Cisco-Splunk deal

TechCrunch: M&A

OCTOBER 4, 2023

Three weeks after the Cisco announced a massive $28B acquisition of Splunk, investors still seem less than enthused about the deal.

Investors

Investors Acquisitions Mergers and Acquisitions Mergers

Ninth Circuit Applies Birnbaum Rule to Affirm Dismissal of Claims by SPAC Investors Asserted Against Target Company Executives for Pre-Merger Statements

JD Supra: Mergers

AUGUST 16, 2024

8, 2024), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities class action brought by investors who purchased shares of the special purpose acquisition company Churchill Capital Corporation IV (“CCIV”) in early 2021 before it merged with Atieva, Inc. Atieva, Inc., 23-16049, 2024 U.S.

Investors

Investors Mergers Corporation Capital

Institutional Investor Newsletter: 2024 End-of-Year Roundup

JD Supra: Mergers

NOVEMBER 18, 2024

A recent trend in continuation vehicles involves traditional private equity sponsors serving as the “lead investor” in lieu of, or in addition to, more traditional secondary buyers and institutional investors. This expansion of the buyer universe may have the potential to improve the market for sellers through increased competition.

Investors

Investors Private Equity Equities

A Sharper Focus: Exploring VC Side Letters

JD Supra: Mergers

JANUARY 22, 2025

A side letter in the venture capital sector is an agreement between an investor and the company it is investing in that entitles the investor to certain contractual rights, which supplement and are in addition to other rights specifically provided to the investor as a holder of equity securities under the companys governance documents the documents (..)

Investors

Investors Negotiation Capital Government

Investors flock to investment grade debt markets

JD Supra: Mergers

JUNE 21, 2024

Primary investment grade bond issuance surged in Q1 2024 as investors ramped up exposure to high-quality borrowers in a high interest rate environment. In the US, investment grade corporate borrowers secured US$429.7 billion of financing in Q1 2024; the highest level of quarterly issuance since Q2 2020, according to S&P Global.

Investors

Investors Debt Investment S&P

SEC Broadens Guidance on Accredited Investor Verification

JD Supra: Mergers

MARCH 13, 2025

The Securities and Exchange Commission (SEC) has issued a no-action letter providing new interpretive guidance on the verification of accredited investor status in offerings conducted under Rule 506(c) of Regulation D, which may involve general solicitation or general advertising. By: Troutman Pepper Locke

Investors

Investors Securities

Client Alert: New SEC Updates Simplify Accredited Investor Verification for Rule 506(c) Offerings

JD Supra: Mergers

MARCH 25, 2025

On March 12, 2025, the staff of the SECs Division of Corporation Finance through a no-action letter and Compliance and Disclosure Interpretations (C&DIs) provided clarity on verifying accredited investor status under Rule 506(c) of the Securities Act of 1933. By: Whiteford

Investors

Investors Corporate Finance Finance Finance

Crypto Asset Management: Expansion Roadmap for Managers and Investors (Part 1)

JD Supra: Mergers

MAY 23, 2024

Asset managers who invest in crypto assets are expanding their footprint as managers of capital for investors. Investors are increasingly seeking out asset managers that have expertise in crypto assets.

Asset Management

Asset Management Management Investors Financial Institution

Weathering the Storm: Key M&A Considerations for Foreign Investors Entering the U.S. Market

JD Supra: Mergers

MARCH 25, 2025

Cross-border merger and acquisition (M&A) activity in 2025 will be shaped by tumultuous economic, legal, and regulatory change. Driven by the new U.S.

M&A

M&A Mergers and Acquisitions Investors Economics

Navigating Transfers January 2025 - Investor Transfers: Lender Considerations in an Everchanging Fund Finance Market

JD Supra: Mergers

JANUARY 10, 2025

Although transfers by investors of their interests in a fund have always been a feature of subscription / capital call facilities, as of late, there has been a palpable uptick in investor transfers and this trend is set to continue, due to a multitude of factors. By: Cadwalader, Wickersham & Taft LLP

Investors

Investors Funds Finance Finance

Increased Scrutiny of Private Investment in Health Care: Key Insights for Health Care Innovators and Investors

JD Supra: Mergers

AUGUST 19, 2024

Federal agencies and state legislatures are advocating greater oversight of investor-backed health care companies and health care transactions involving private investors. California and other states are considering new regulations reinforcing state prohibitions against the corporate practice of medicine (CPOM).

Investors

Investors Investment Corporation

California Legislature Takes Another Swing at Private Equity Participation in Healthcare

JD Supra: Mergers

FEBRUARY 19, 2025

Last fall, private equity and hedge fund investors were given a reprieve from the prospect of increased oversight of healthcare transactions when California Governor Gavin Newsom unexpectedly vetoed Assembly Bill 3129 (AB 3129). By: Husch Blackwell LLP

Private Equity

Private Equity Healthcare Equities Funds

What the new private sale process regime means for private equity investors

JD Supra: Mergers

MAY 28, 2024

If you are a private equity investor considering potential P2P acquisitions after receiving initial soundings from management teams, then this new regime should be helpful in enabling early stage talks to happen in private. The UK Takeover Panel (the Panel) has published a new framework for private sale processes. By: A&O Shearman

Private Equity

Private Equity Sale Equities Investors

SEC No Action Letter Guidance Streamlines Rule 506(c) Accredited Investor Verification

JD Supra: Mergers

MARCH 20, 2025

On March 12, the US Securities and Exchange Commission (SEC), via a No Action Letter, issued interpretive guidance clarifying what constitutes reasonable steps issuers can take to verify purchasers accredited investor status, as required under Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (Securities Act) (Rule 506(c)).

Investors

Investors Securities

SPAC Litigation: A Review of Recent Developments

JD Supra: Mergers

MAY 23, 2023

Following enhanced scrutiny from the Securities and Exchange Commission and the poor post-merger performance of many SPACs, the SPAC bubble burst in early 2021 as investors and dealmakers turned their attention elsewhere. By: Jones Day

Mergers and Acquisitions

Mergers and Acquisitions Mergers Investors Acquisitions

Mergers that Matter: Creating Value and Driving Growth Through M&A

Sun Acquisitions

DECEMBER 2, 2024

Mergers and acquisitions (M&A) have always been a powerful tool for companies to grow and expand. The rise of strategic activism: Strategic activism is a type of investor activism in which investors push companies to make changes to improve their long-term performance. Mergers and acquisitions can help to create jobs.

M&A

M&A Mergers Mergers and Acquisitions Acquisitions

FTC Imposes Nearly $1 Million Fine in HSR Enforcement Action Against Activist Investor

JD Supra: Mergers

SEPTEMBER 24, 2024

On Wednesday, September 18, the Federal Trade Commission (FTC) announced a settlement agreement with prominent activist investor and GameStop CEO Ryan Cohen.

Investors

Investors Stock Trading Shares

[Video] What Goes On Inside Your Boardroom? Investors Want To Know

JD Supra: Mergers

SEPTEMBER 4, 2024

Skadden’s Ann Beth Stebbins and guests Allie Rutherford and Adrienne Monley of PJT Camberview discuss how a company can best communicate to investors what makes its board effective – not just the mix of skills individual directors bring, but also the way the board functions and the way it draws on outside expertise when needed.

Investors

Investors IT

SEC Adopts Final Rules Enhancing Disclosures and Providing Additional Investor Protections Related to SPACs

JD Supra: Mergers

JANUARY 31, 2024

Securities and Exchange Commission (SEC) has adopted final rules aimed at enhancing investor protections in initial public offerings by SPACs and in subsequent de-SPAC transactions. Nearly two years after first proposing new rules related to special purpose acquisition companies (SPACs), the U.S.

Initial Public Offering

Initial Public Offering Investors Underwriting Acquisitions

Navigating the Dynamic M&A Landscape in the Sports Apparel Industry

JD Supra: Mergers

SEPTEMBER 27, 2024

The mergers and acquisitions (M&A) landscape in the sports industry has remained notably active and attractive to investors, driven by continuous digital transformation and global franchise investments. Since 1985, the sports industry has recorded 5,724 M&A transactions, amounting to $1.7

M&A

M&A Mergers and Acquisitions Mergers Investors

My Partner Just Sued Me: Strategies Majority Owners Should Consider in Defending Claims Filed by Private Company Investors

JD Supra: Mergers

JULY 30, 2024

When these internal conflicts cannot be resolved, however, minority investors may file suit against the company’s majority owner. Anecdotally, these investor claims seem to be on the rise, including claims that the majority owner breached fiduciary duties owed to the company.

Investors

Investors Negotiation

Corporate Venture Capital Survey: Q3 2024

JD Supra: Mergers

JANUARY 22, 2025

of deals that were completed include a CVC investor in Q3, according to Pitchbook data. We also analyze a survey of key economic terms of the largest Q3 2024 venture capital investments in which CVC programs either led the round or participated as significant or anchor investors. Only 23.2% By: Morgan Lewis

Corporation

Corporation Capital Economics Investors

Ninth Circuit affirms dismissal under “bright-line rule” regarding SPAC merger

JD Supra: Mergers

DECEMBER 23, 2024

2024), the Ninth Circuit affirmed dismissal of a securities fraud class action brought by investors under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 against Lucid Motors and its Chief Executive Officer. . In re: CCIV / Lucid Motors Sec. 4th 1181 (9th Cir. By: Hogan Lovells

Mergers

Mergers Investors Securities IT

How to Wear the Investor Hat When Physicians Are the Revenue Generators

JD Supra: Mergers

AUGUST 20, 2024

Engaging in management and investor conversations about maintaining and growing a business is critical, no matter the industry. Whether you’re discussing normal business sustainability, organic growth, or contemplating a sale, these discussions become more complex when practicing physicians are the business’s revenue generators.

Investors

Investors Sale Business Management

Disclosure of Preliminary Merger Negotiations: Are SPACs Different?

Deal Lawyers

DECEMBER 16, 2024

Last week, the SEC announced settled enforcement proceedings against Cantor Fitzgerald for its alleged role in causing two SPACs that it controlled to make misleading statements to investors about the status of their discussions with potential acquisition targets ahead of their initial public offerings (IPOs).

Negotiation

Negotiation Initial Public Offering IPO Mergers

Opening Up the Business Partner Time Capsule: Partnership Lessons Shared by Owners and Investors

JD Supra: Mergers

JUNE 11, 2024

When private company owners and investors share with me some of the wisdom they have gained from their past dealings with business partners, they often cite the same three mistakes they made in relationships with their partners.

Investors

Investors Shares Business

Mitigating National Security Threats in Commercial Transactions

JD Supra: Mergers

APRIL 9, 2025

government has taken a closer look at investments, mergers and acquisitions, and other business activity that may have an impact on U.S. For corporations and investors, this means that deals involving foreign businesses or investment counterparts can fall under considerable scrutiny. In recent years, the U.S. national security.

Securities

Securities Mergers and Acquisitions Government Corporation

Guide Through The Mexican M&A Labyrinth: Top 10 Labor and Employment Considerations for Foreign Investors

JD Supra: Mergers

SEPTEMBER 19, 2024

For foreign companies contemplating a merger with or acquisition of a Mexican company, understanding the labor landscape is crucial. Una versión en español de esta Insight está disponible haciendo clic arriba.

M&A

M&A Investors Mergers Acquisitions

Impact of German Court's Disclosure Obligations Ruling on Corporate and Financing Transactions

JD Supra: Mergers

FEBRUARY 10, 2025

The German Federal Court of Justice (BGH) clarified in a ruling on September 15, 2023 (V ZR 77/22) that sellers may not rely only on the information they put in a data room when fulfilling their disclosure obligations towards a buyer or investor.

Finance

Finance Finance Corporation M&A

Eyes on the exit: Selling PE portfolio companies in complex markets

JD Supra: Mergers

MARCH 19, 2025

By: White & Case LLP

Portfolio

Portfolio Book-building Private Equity IPO

HOA Diligence for Manufactured Housing Investors

JD Supra: Mergers

JULY 19, 2024

While a strong relationship with a residents' association can benefit the successful operation of any manufactured housing community (an "MHC"), in certain states, understanding residents' and resident associations' statutory rights can be critical to a successful purchase of or exit from an MHC. By: Winstead PC

Manufacturing

Manufacturing Investors

Private Company Minority Investors Look Ahead: New Year’s Resolutions for Success in 2025 and Beyond

JD Supra: Mergers

DECEMBER 17, 2024

For investors, the private company sector remains attractive, but these are not risk-free opportunities. Investments in private companies should continue to flourish in 2025 in light of the revenue and EBITDA growth they delivered this year, and this rosy financial outlook is also confirmed by company leaders. This post reviews three.

Investors

Investors Investment

As CFIUS Announces Significant Penalties, Companies and Investors Confront a Shift in CFIUS Filing Cost-Benefit Dynamics

JD Supra: Mergers

SEPTEMBER 25, 2024

The penalties range from $100,000 to a staggering $60 million fine for T-Mobile’s alleged violation of the terms of a National Security Agreement (NSA), imposed as a condition of CFIUS’s approval of T-Mobile’s merger with Sprint. By: Cooley LLP

Investors

Investors Mergers Investment Securities

SEC Adopts Final Rules to Enhance Disclosures and Investor Protections Relating to Special Purpose Acquisition Companies (SPACs) and De-SPAC Transactions

JD Supra: Mergers

FEBRUARY 6, 2024

On January 24, 2024, the Securities and Exchange Commission (“SEC”) adopted final rules (the “Final Rules”) to enhance disclosure and investor protection in initial public offerings (“IPOs”) by special purpose acquisition companies (“SPACs”) and in business combination transactions involving shell companies, such as SPACs, and private operating companies (..)

Initial Public Offering

Initial Public Offering Investors IPO Acquisitions

What is Liquidation Preference?

JD Supra: Mergers

JANUARY 25, 2024

In a venture capital deal, a liquidation preference refers to the payout investors receive in a liquidation event (like a sale or merger) prior to any payments made to the common stockholders.

Negotiation

Negotiation Investors Capital Sale

Stripe in talks to acquire Bridge for $1 billion

TechCrunch: M&A

OCTOBER 17, 2024

The pair raised $58 million from investors […] © 2024 TechCrunch. The talks are reportedly in advanced stages, although nothing has been finalized. Bridge, co-founded by Coinbase alumni Zach Abrams and Sean Yu, has built an API that helps companies accept stablecoins. All rights reserved. For personal use only.

Investors

Investors Mergers and Acquisitions Capital Mergers

China's Revised Company Law Introduces Significant Changes for Foreign Investors

JD Supra: Mergers

JULY 18, 2024

The Situation: On December 29, 2023, the Standing Committee of the National People's Congress of the People's Republic of China ("PRC" or "China") promulgated the amended Company Law of the PRC ("New Company Law"). The New Company Law took effect on July 1, 2024. By: Jones Day

Investors

Will the FTC's Non-Compete Proposal Pick Investors' Pockets?

JD Supra: Mergers

MAY 29, 2024

My colleagues published an important piece recently about the potential impact that the FTC's proposed non-compete ban might have on M&A transactions and private equity investments.

Private Equity

Private Equity Investors M&A Sale

How to Effectively Source Deals in the Mergers and Acquisitions Space

How2Exit

JULY 22, 2024

E233: Guide to Sourcing Deals and Increasing Deal Flow for Business Acquisitions with Expert Tips - Watch Here About the Guest(s): Conner Young Conner Young is the co-founder of Kairo Data, a company that focuses on helping investors and searchers source and find business deals. How does that make you money?" "You

Mergers and Acquisitions

Mergers and Acquisitions Mergers Acquisitions Private Equity

Q3 2024 Quarterly Corporate / M&A decisions updates

JD Supra: Mergers

FEBRUARY 4, 2025

Decisions from the Delaware Court of Chancery this quarter included an analysis of the assignment for the benefit of creditors (ABC) process (In re Wack Jills), dismissal of a securities fraud class action brought by investors (In re Lucid Motors), interpretation of advancement and indemnification clauses (Gilbert v. Unisys Corp.),

M&A

M&A Corporation Investors Securities

China Revised Rules for Foreign Investors’ Strategic Investment in A-share Listed Companies

Private Placements in Florida Just Got Easier: Here’s How

Trending Sources

5 Steps to a Successful Post-Merger (M&A) Integration

Securities Litigation Alert: Second Circuit Applies Fraud-on-the-Market Presumption to Section 10(b) Claims Based on Missed Appraisal Opportunity

Three weeks later, investors are still not terribly enthusiastic about the massive Cisco-Splunk deal

Ninth Circuit Applies Birnbaum Rule to Affirm Dismissal of Claims by SPAC Investors Asserted Against Target Company Executives for Pre-Merger Statements

Institutional Investor Newsletter: 2024 End-of-Year Roundup

A Sharper Focus: Exploring VC Side Letters

Investors flock to investment grade debt markets

SEC Broadens Guidance on Accredited Investor Verification

Client Alert: New SEC Updates Simplify Accredited Investor Verification for Rule 506(c) Offerings

Crypto Asset Management: Expansion Roadmap for Managers and Investors (Part 1)

Weathering the Storm: Key M&A Considerations for Foreign Investors Entering the U.S. Market

Navigating Transfers January 2025 - Investor Transfers: Lender Considerations in an Everchanging Fund Finance Market

Increased Scrutiny of Private Investment in Health Care: Key Insights for Health Care Innovators and Investors

California Legislature Takes Another Swing at Private Equity Participation in Healthcare

What the new private sale process regime means for private equity investors

SEC No Action Letter Guidance Streamlines Rule 506(c) Accredited Investor Verification

SPAC Litigation: A Review of Recent Developments

Mergers that Matter: Creating Value and Driving Growth Through M&A

FTC Imposes Nearly $1 Million Fine in HSR Enforcement Action Against Activist Investor

[Video] What Goes On Inside Your Boardroom? Investors Want To Know

SEC Adopts Final Rules Enhancing Disclosures and Providing Additional Investor Protections Related to SPACs

Navigating the Dynamic M&A Landscape in the Sports Apparel Industry

My Partner Just Sued Me: Strategies Majority Owners Should Consider in Defending Claims Filed by Private Company Investors

Corporate Venture Capital Survey: Q3 2024

Ninth Circuit affirms dismissal under “bright-line rule” regarding SPAC merger

How to Wear the Investor Hat When Physicians Are the Revenue Generators

Disclosure of Preliminary Merger Negotiations: Are SPACs Different?

Opening Up the Business Partner Time Capsule: Partnership Lessons Shared by Owners and Investors

Mitigating National Security Threats in Commercial Transactions

Guide Through The Mexican M&A Labyrinth: Top 10 Labor and Employment Considerations for Foreign Investors

Impact of German Court's Disclosure Obligations Ruling on Corporate and Financing Transactions

Eyes on the exit: Selling PE portfolio companies in complex markets

HOA Diligence for Manufactured Housing Investors

Private Company Minority Investors Look Ahead: New Year’s Resolutions for Success in 2025 and Beyond

As CFIUS Announces Significant Penalties, Companies and Investors Confront a Shift in CFIUS Filing Cost-Benefit Dynamics

SEC Adopts Final Rules to Enhance Disclosures and Investor Protections Relating to Special Purpose Acquisition Companies (SPACs) and De-SPAC Transactions

What is Liquidation Preference?

Stripe in talks to acquire Bridge for $1 billion

China's Revised Company Law Introduces Significant Changes for Foreign Investors

Will the FTC's Non-Compete Proposal Pick Investors' Pockets?

How to Effectively Source Deals in the Mergers and Acquisitions Space

Q3 2024 Quarterly Corporate / M&A decisions updates

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