Cooley M&A

FEBRUARY 19, 2021

There were more SPAC IPOs in 2020 than traditional IPOs. The market for SPAC IPOs and so-called “de-SPAC” transactions, by which private companies become public companies by combining with a SPAC, is as hot as ever. Click here to register for this event. Matthew Browne.

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ThomsonReuters

AUGUST 2, 2021

This blog post looks at special purpose acquisition companies (SPACs)—shell companies created for raising capital to buy an existing, privately held firm and take it public more quickly than would be possible by going the traditional initial public offering (IPO) route, and examines the SEC’s growing focus on their filings. had completed.

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Cooley M&A

DECEMBER 14, 2020

The group covered a wide range of topics during the 90-minute session, including three key themes highlighted below. Market volatility, a low interest rate environment and disillusionment with the IPO process, have made SPACs an attractive alternative for private companies looking to go public in recent months.

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Brian DeChesare

MAY 4, 2022

This specific deal generates endless discussion topics: “Free speech” vs. “content moderation,” AKA censorship. These are all interesting topics, but since I am a depressing person, I will ignore them and focus on the numbers. Also, in an IPO , Elon will have to sell his stake over several years, further reducing the IRR.

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Reynolds Holding

MARCH 6, 2023

Factors Contributing to the Decline and Reversing the Trend The universe of public companies is driven by two events: initial public offerings (“IPOs”), the process of becoming a public company, and de-listings, the process of ceasing to be a public company. In the decade between 1990 and 2000, there were 4,194 IPOs by U.S.

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Reynolds Holding

FEBRUARY 15, 2024

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in business combination transactions involving SPACs (de-SPACs).

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Reynolds Holding

APRIL 28, 2022

So today’s topic is particularly apt. In 2020, 165 operating companies went public via a traditional initial public offering (IPO). [1] 1] There were a total of 248 SPAC IPOs that same year, [2] meaning roughly 60% of all IPOs were conducted through SPACs. So what is the problem here?

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Reynolds Holding

MARCH 24, 2024

Disclosure-Related Rulemaking Just as we’ve done in the past, these last two years we’ve adopted rules providing investors with disclosures on emerging risks like climate and cybersecurity; capital raising technologies, like special purpose acquisition companies (SPACs); and an age-old topic—executive compensation.

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ThomsonReuters

JUNE 15, 2021

A SPAC is a shell corporation without performance history or revenue that is formed for the sole purpose of raising capital through an initial public offering (IPO) to then acquire a target business. To avoid financial reporting woes, accounting teams said the SPAC-IPO marketplace should be mindful of the following: #1.

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Risk-free Rate Equity Start-ups Book Value 64

Brian DeChesare

SEPTEMBER 20, 2023

In some ways, prep for VC interviews is easier because you don’t have to learn or memorize many technical topics, but in some ways, it’s harder since you have to do lots of firm-specific research. Q: Tell me about the current IPO, M&A, and VC funding markets. Q: What’s the difference between pre-money and post-money valuations?

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Musings on Markets

JUNE 9, 2021

In the last three years, SPACs (special purpose acquisition companies) have given traditional IPOs a run for their money, and in this post, I look at whether they offer a better way to go public or are more of a stop on the road to a better way to go public. What is a SPAC?

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Start-ups Marketability Banking Corporate Finance 52

Brian DeChesare

JANUARY 24, 2024

They invest when companies already have revenue (like PE firms), but they do so by purchasing minority stakes , holding them, and selling in an IPO or M&A exit (like VC firms). These topics are interesting but difficult to demonstrate in a video tutorial or article, so we’ll focus on the financial modeling case here.

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Equity Private Equity Firm Start-ups Comps 104

Reynolds Holding

DECEMBER 13, 2023

Amidst growing public scrutiny and socio-economic shifts, particularly following the 2020 George Floyd social justice movement, the topic of board diversity is at the forefront of corporate governance debates. 2014), and Iliev and Lowry (2020) show that venture capitalists maintain board influence well beyond a firm’s IPO. Lerner, J.,

Finance 59

Finance Equity Marketability Compliance 59

Reynolds Holding

MARCH 6, 2024

The Commission adopts an entirely new subpart of Regulation S-K and an entirely new article of Regulation S-X for one topic – climate change – applicable to all public companies. 11] See Rebuilding the IPO On-Ramp, IPO Task Force (Oct. Tornadoes are included as an example of a “severe weather event” in today’s rule. [10]

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Compliance Corporate Finance Marketability Finance 53

Brian DeChesare

MAY 11, 2022

There are few topics as heated as age and investment banking. But unlike other controversial topics – crypto, the CFA, or social media censorship – this one rarely generates long-running online arguments. Instead, it mostly produces comments such as: “Am I too old? Do I have any chance if I’m above the age of X?

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Banking Start-ups Finance Private Equity Firm 98

Brian DeChesare

NOVEMBER 22, 2023

I never expected to revisit the topic of bulge bracket banks so quickly because the full list changes slowly, and we updated it a few years ago. The name “bulge bracket” (BB) comes from the prospectus for an IPO or debt issuance, which lists all the banks underwriting the deal.

Banking 101

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Reynolds Holding

JANUARY 22, 2024

3] As a result, issuers faced uncertainty in determining whether a sale of securities did not involve “any public offering” and in applying case law on the topic, including the Supreme Court’s decision in SEC v. This speech is the third in my initial trilogy of thoughts regarding topics in the CorpFin space. Ralston Purina Co. [4]

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Start-ups Marketability Price to Earnings Finance 45

Brian DeChesare

APRIL 12, 2023

candidates memorize obscure technical questions, and interviewers ask about these topics and dig in until they find something the interviewee can’t answer. For example, you might get an urgent client request, a VP’s request to schedule a meeting for a potential client, and the same VP who wants to know the dates of an upcoming IPO roadshow.

Banking 64

Banking Equity Start-ups Enterprise Value 64

Reynolds Holding

FEBRUARY 1, 2023

Most notably, the IPO market for tech companies (and generally) ground to an almost complete halt, with the number of tech companies raising at least $1 billion in their IPOs falling from twelve in 2021 to zero in 2022 and major anticipated IPOs, such as those of Instacart and WeTransfer, shelved for the foreseeable future.

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ThomsonReuters

JANUARY 28, 2021

This blog post highlights certain changes in SEC reporting and disclosure across several key topics, along with practical takeaways. In November 2020, the SEC’s Division of Corporation Finance released CF Disclosure Guidance: Topic No. Adding relief for those of you who’ve recently completed IPOs.

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Cooley M&A

JANUARY 23, 2024

Strained access to public markets and funding The IPO market remained relatively inactive in 2023, leading many life sciences companies looking to raise funds to turn to other exit strategies. Additional major acquisitions of 2023 included Pfizer’s acquisition of Seagen for $43 billion and Merck’s acquisition of Prometheus for $10.8

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Musings on Markets

DECEMBER 10, 2021

To understand the first phenomenon, i.e., the high displacement rate among founder CEOs of very young companies, I will draw on the work of Noah Wasserman at Harvard Business School who has focused intensively on this topic. I have always liked Amazon, as a company, and one reason for that was Jeff Bezos.

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Start-ups Marketability Technology Market Capitalization 83

Reynolds Holding

FEBRUARY 1, 2023

The growth of private markets through exempt offerings, the ascension of the once-mythical “unicorns,” and what these things portend for the future of our public markets have been hotly debated topics for some time now. [1] 21] That is an increase of about 121 unicorns in less than one year since I last spoke on this topic.

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Marketability Corporate Finance Compliance Equity 58

Reynolds Holding

MARCH 5, 2023

The 15 new Compliance & Disclosure Interpretations (C&DIs) are the first published guidance from the staff on the PVP rules and cover a broad range of topics. Remaining Questions: Is PVP disclosure required in filings for an initial public offering (IPO) or spin-off? Key takeaways from the C&DIs are summarized below.

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Reynolds Holding

DECEMBER 5, 2023

While courts will ultimately have the decision as to the procedures and conventions to be used, there seems little doubt that the judiciary would benefit from the SEC explaining its views on this topic. As for discovery, here too the SEC can play a role. ENDNOTES [1] 143 S.Ct. 3] See, e.g., Krim v. pcOrder.com, Inc. , 402 F3d 489. [4]

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Marketability Banking 52

Reynolds Holding

OCTOBER 10, 2023

The adopting release also addresses these topics, albeit more practically than did the proposing release. the IPO prospectus) will promote transparency into matters of corporate control.”). [23] This forces individual directors to take a stand on those topics, or otherwise risk their careers.”). Peirce, commissioner of the U.S.

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M&A Leadership Council

JUNE 12, 2023

The risks of brand damage, customer churn, and substantial costs have brought this topic to the forefront in many recent M&A Leadership Council workshops. Prior to joining M&A Partners, Mark headed Innovation, Research & Development for U.S. Previously as CIO of JPMorgan-U.S.

Start-ups 52

Start-ups Technology Compliance Banking 52

Reynolds Holding

MARCH 27, 2023

Although the market for SPAC IPOs has cooled relative to 2021, litigation arising out of SPAC transactions remains active, and courts have started to rule on motions to dismiss in SPAC-related shareholder lawsuits, with several recent decisions finding plaintiffs’ allegations to be sufficient to move forward. 2023 WL 29325, at *16.

Technology 59

Technology Start-ups Compliance Finance 59

Musings on Markets

JULY 14, 2021

Is it any surprise that potential investors in an IPO price it based upon a user count or the size of the total accessible markets, choosing to ignore the tens of pages spent describing the risk profile or business structures of a company?

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Musings on Markets

OCTOBER 6, 2023

A more tangible way to see why intangibles have become a hot topic of discussion is to look at the evolution of the top ten companies in the world, in market capitalization, over time: In 1980, IBM was the largest market cap company in the world, but eight of the top ten companies were oil or manufacturing companies.

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M&A Leadership Council

SEPTEMBER 9, 2021

The risks of brand damage, customer churn, and substantial costs have brought this topic to the forefront in many recent M&A Leadership Council workshops. Cybersecurity and IT due diligence has become one of the most challenging, and also one of the most critical areas of due diligence in any environment.

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Start-ups Technology Compliance Banking 52

Reynolds Holding

OCTOBER 5, 2022

Aspects of the decision in Goldstein suggest this is a topic that the court may be interested in exploring more in the future. Using a SPAC to go public has several perceived advantages, including a more streamlined path than a traditional IPO. at *2–3, *46, *50. at *2, *47. 2022 WL 768975 at *1. See Minute Order, No.

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Start-ups Marketability Equity Compliance 72

Musings on Markets

SEPTEMBER 14, 2021

In the year since, I have heard from many on the topic, and while there are some who agreed with me on the internal inconsistencies in its arguments, there were quite a few who disagreed with me. In some cases, flaunting goodness has become a way that founders and CEOs use to cover business model weaknesses and overreach.

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Musings on Markets

OCTOBER 19, 2021

In a post a few weeks ago , I argued that the disclosure process had lost its moorings, as corporate disclosures (annual filings, prospectuses for IPOs) have become more bulky, while also become less informative. It is highly informative for investors to observe the evolution of these measures in the years and quarters leading up to the IPO.

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Musings on Markets

JULY 22, 2021

The Prospectus To get the assessment of the company started, I began by looking at Zomato's prospectus and all of the concerns I noted about excessive and distracting disclosure that I laid out in last week's post on the topic, came rushing back to me. Zomato is a money losing company, but it is not a start-up, facing imminent failure.

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Musings on Markets

NOVEMBER 4, 2022

Facebook: Filling in the Background It is worth noting that in good times, when earnings are rising and stock prices are upward bound, investors do not seem to have much interest in corporate governance, and it is only when the numbers start to move against them, that they rediscover the importance of the topic.

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Musings on Markets

FEBRUARY 3, 2021

There are three topics that you can write or talk about that are almost guaranteed to draw a audience, stocks (because greed drives us all), sex (no reason needed) and salvation. That said, in my niche, which is valuation, many start with the presumption that almost every topic you pick is boring.

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