Non-GAAP Financial Metrics and Disclosures: Regulation G and Item 10(e) of Regulation S-K
Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain items or adjust the reported numbers to better reflect the company’s underlying business performance.
Final Changes: The Upsizing or Downsizing Handbook
Pricing day is a huge milestone in the initial public offering (IPO) journey. It is the culmination of months of preparation and drafting and being out on the road talking to investors. Before you hit the road, you’ll have filed a registration statement that includes a prospectus with a preliminary […]
Cooley Market Talks – Client Spotlight Tempus AI
Previously Recorded – Virtual Event Against the backdrop of an ever-changing capital markets landscape, Cooley’s Market Talks virtual series cuts through the noise and drills down on what you need to know about the current market.
Considerations for Implementing a Multi-Class Share Structure
Dual-class share structures involve two or more classes of authorized common stock, with one class having the traditional one vote (or, in the rare case of Snap, no votes) per share, and the other class having multiple votes per share. High-vote shares are usually allocated to certain pre-IPO stockholders – […]
Early Lock-Up Releases: Overview and Trends
Lock-up agreements prohibit company insiders (founders, directors, executive officers and major stockholders) and other pre-IPO stockholders from selling their shares for a period of time after an offering. Lock-ups are required in initial public offerings (IPOs), as well as most follow-on offerings, to foster a predictable and stable post-offering market. […]
2025 Financial Staleness Calendar and Filing Guide
As we approach the final months of 2024, many companies are looking toward 2025 for initial public offerings and other public financing transactions. Among the most commonly asked questions during capital markets transactions – and one that is crucial in determining deal timelines – is this: “Which financial statements are […]
Cooley Market Talks – Navigating the Healthcare and Life Sciences Market: Dual-Track Process and Exit Considerations
Previously Recorded – Virtual Event Against the backdrop of an ever-changing capital markets landscape, Cooley’s Market Talks virtual series cuts through the noise and drills down on what you need to know about the current market. During this installment of Market Talks session, our panel of thought leaders – spotlighting […]
What’s Going On With Trump’s Lockup Agreement?
The impending expiration of the lockup agreement in the context of Trump Media & Technology Group Corp. (Nasdaq: DJT) raises some fascinating legal issues, as well as a once-in-a-lifetime case study on the market implications of post-lockup stock sales.
HKEx Relaxes Listing Rules for Specialist Technology Companies and DeSPAC Transactions
On August 23, 2024, the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited (HKEx) jointly announced temporary modifications to HKEx’s Listing Rules and guidance materials with respect to: The temporary modifications apply for a period of three years – from September 1, 2024 […]
Nasdaq Updates Listing Requirements
Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need to know.