Cooley – CapitalXchange

CapitalXchange Audio – Using Your Post-IPO Proxy Statement as a Communication Tool

Cooley — Wed, 25 Mar 2026 16:00:00 +0000

For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about proxy disclosure trends noted in Cooley’s Post-IPO Governance Trends Report. We covered: Listen here: Show notes: The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are…

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Comparative Playbook: Navigating Conflicts in Delaware and Nevada

Cooley — Wed, 25 Feb 2026 22:18:54 +0000

Companies approaching or having recently completed an IPO often face increased scrutiny around transactions involving insiders, investor-appointed directors or controlling stockholders. To help boards and management teams navigate these issues, Courtney Tygesson and I put together a comparative playbook outlining how Delaware and Nevada law each address conflicted transactions – and what steps…

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IPOs Rising: What SEC Data Says About Small and Pre-Public Companies

Cooley — Wed, 04 Feb 2026 17:15:39 +0000

The SEC’s Office of the Advocate for Small Business Capital Formation (OASB) recently published a data-packed report that spotlights the ways smaller companies are getting capital as they grow from startups to public companies and beyond. The report gives various snapshots from October 2024 through September 2025 and corresponding calendar-year periods. Below are some insights that matter for…

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Is Your Registration Statement About to Get a Whole Lot Easier?

Cooley — Thu, 22 Jan 2026 17:00:00 +0000

Last week, SEC Chair Paul Atkins announced that the staff would be taking a comprehensive look at Regulation S-K, which drives most of the line item disclosure requirements that apply to public companies and companies looking to go public. To give you a sense of what a big deal this overhaul initiative could be, here are some of the disclosures currently governed by Regulation S-K: There…

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Nasdaq’s ‘Life-Changing Magic of Tidying Up’

Cooley — Thu, 15 Jan 2026 17:00:00 +0000

I don’t know about you, but the transition from one year to the next always feels like a good time to declutter. I’ve spent the past few weeks doing that, and now I’m focusing on not accumulating junk in the first place. As it turns out, the stock market also has what some might call a “junk drawer,” and like me, Nasdaq and the SEC are looking to tidy up. If you’re planning an IPO…

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California’s Proposed ‘Billionaire Tax’: Nine Things to Know

Cooley — Wed, 14 Jan 2026 23:05:46 +0000

A proposed California ballot initiative – “The 2026 Billionaire Tax Act” (also known as Initiative 25-0024) – has been getting a lot of attention, and it could have implications for business valuations, capital structures and other decisions in the coming year. Here are nine things to know: As written, the proposal raises a lot of interpretive (and other) questions. We’ll be continuing…

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Capital Markets Crystal Ball: Predictions for 2026

Cooley — Wed, 10 Dec 2025 16:00:00 +0000

With New Year’s Day approaching, now is an exciting time to imagine what lies ahead for the capital markets. Q1 is typically quiet, but if you’re considering an initial public offering in 2026, keep an eye out for these key signs of a healthy market, drawn from a lively and informative discussion at the 2025 Berkeley Fall Forum on Corporate Governance that was moderated by Cooley partner Jon…

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Navigating the Government Shutdown: SEC Operations and Your Offering (Live Updates)

Cooley — Thu, 13 Nov 2025 18:08:00 +0000

By Liz Dunshee The 43-day government shutdown is (finally) over, with an appropriations bill signed into law late on Wednesday, November 12th, and the SEC Staff promptly returning to work on Thursday, November 13th. Right away, the Division of Corporation Finance issued 9 FAQs to say the staff is working “expeditiously” to clear its backlog (citing over 900 registration statements…

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Navigating Pre-IPO Purgatory: Insights and Strategies

Cooley — Wed, 18 Jun 2025 17:19:05 +0000

In periods of market volatility and shifting investor sentiment, the path to an initial public offering (IPO) often becomes less predictable – and at times, significantly longer. As a result, executive teams must rethink how they retain talent, manage evolving equity structures and prepare for public life without a clear timeline. Drawing from a recent conversation with a chief legal…

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