Harvard Corporate Governance

NOVEMBER 21, 2022

1] Although each company will need to assess its own material risks and tailor its risk factor disclosure to its unique circumstances, this alert provides a list of 10 key developments in Part I and four important drafting considerations in Part II that all public companies should consider as they update their risk factors.

Technology 246

Technology Marketability Compliance Finance 246

Reynolds Holding

FEBRUARY 1, 2023

billion acquisition of Activision Blizzard, Broadcom’s $61 billion acquisition of VMware and Adobe’s $20 billion acquisition of Figma, as well as a number of large private equity-backed deals, including the $16.5 billion acquisition of Citrix Systems by affiliates of Vista Equity Partners and Evergreen Coast Capital, Zendesk’s $10.2

Finance 45

Finance Equity Technology Banking 45

Reynolds Holding

OCTOBER 5, 2022

The court ultimately held for the defendants, finding that the bylaws were “validly enacted on a clear day,” and the board “did not unfairly apply” them or make “compliance [with them] difficult.” 2. Failure To Disclose Specific Risks. B. Court Of Chancery Offers Guidance On “Vague” Schnell Standard. In Coster v.

Start-ups 72

Start-ups Marketability Equity Compliance 72

Reynolds Holding

MARCH 27, 2023

And after declining in 2021, “Finance” filings declined again (down to 8%), reaching a low watermark in recent years. As before, the court found it conceivable that the sponsor was conflicted because it would receive a large return—20% of the post-IPO equity—even if the merger was bad for stockholders. See In re Caremark Int’l Inc.

Technology 59

Technology Start-ups Compliance Finance 59

Reynolds Holding

AUGUST 9, 2023

Further, while US regulators initially signaled that capital levels would not be materially impacted by the Endgame Standard, the Capital Proposal is now expected to increase common equity Tier 1 (“CET1”) capital by around 16% for banking organizations subject to the Capital Proposal.

Banking 52

Banking Market Risk Marketability Finance 52