Cooley – CapitalXchange https://capx.cooley.com Legal insight for the capital markets Thu, 07 May 2026 18:34:21 +0000 en-US hourly 1 https://wordpress.org/?v=6.9.4 https://capx.cooley.com/wp-content/uploads/2025/08/cropped-pattern-wide-13-blue-32x32.png Cooley – CapitalXchange https://capx.cooley.com 32 32 238415165 Nasdaq Raises Bar for SPAC IPOs: What Deal Teams Need to Know https://capx.cooley.com/2026/05/06/nasdaq-raises-bar-for-spac-ipos-what-deal-teams-need-to-know/ Wed, 06 May 2026 16:29:04 +0000 https://capx.cooley.com/?p=3561 Even as the SEC works to ease disclosure requirements for public companies in an effort to “Make IPOs Great Again” – for example, through yesterday’s proposal to permit semi-annual (rather than quarterly) reporting, which my colleague Broc Romanek summarized in Cooley’s Governance Beat blog and which we will discuss in more detail soon – a thriving public market depends on more than deregulation…

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]]> 3561 Improving Public Company Disclosure Requirements: Cooley Weighs In https://capx.cooley.com/2026/04/22/improving-public-company-disclosure-requirements-cooley-weighs-in/ Wed, 22 Apr 2026 17:19:51 +0000 https://capx.cooley.com/?p=3542 The SEC is rethinking multiple aspects of its rule book – in ways that could meaningfully improve IPOs and the public company experience. As part of this effort, Cooley recently submitted a detailed comment letter to the Commission urging a comprehensive recalibration of disclosure requirements. With nearly 1,400 lawyers in 19 global offices, Cooley has advised companies and underwriters on…

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]]> 3542 New Guide: Running a (Successful) Dual-Track Process https://capx.cooley.com/2026/04/01/new-guide-running-a-successful-dual-track-process/ Wed, 01 Apr 2026 16:00:00 +0000 https://capx.cooley.com/?p=3534 With Q1 under our belts, I am revisiting some of the predictions I shared in December from the Berkeley Fall Forum on Corporate Governance. At that time, people were hoping that 2026 would be a year of stability for the political and macroeconomic environment. It hasn’t quite played out that way, but current market uncertainties have bolstered the accuracy of another prediction, which is that dual…

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]]> 3534 Going Public? Know These Seven SEC Priorities for 2026 https://capx.cooley.com/2026/01/07/navigating-sec-priorities-in-the-new-year-seven-things-pre-public-and-newly-public-companies-should-know/ Wed, 07 Jan 2026 17:00:00 +0000 https://capx.cooley.com/?p=3388 As companies gear up for 2026, what happens at the SEC could smooth the path for public capital raising efforts. However, with “lessons learned” from the government-wide shutdown still fresh in our memories – and becoming relevant again as soon as January 30th – planning for potential delays and regulatory curveballs is more important than ever. Here are seven themes for companies at the pre…

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]]> 3388 Top Five Common S-1 Pitfalls – and How ‘Lazy Susan’ and IPO GO Can Help You Avoid Them https://capx.cooley.com/2025/12/06/top-five-common-s-1-pitfalls-and-how-lazy-susan-and-ipo-go-can-help-you-avoid-them/ Sat, 06 Dec 2025 17:00:00 +0000 https://capx.cooley.com/?p=3152 The banker bake-off is complete, the org meeting is behind you, and all that’s standing between you and your IPO is … well, a lot, not least of which is the registration statement on Form S-1 that has to be submitted to, filed with and declared effective by the Securities and Exchange Commission (SEC). Drafting the S-1 can be a daunting process, and SEC review can take time and potentially delay…

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]]> 3152 Reincorporation: It’s All in the Timing https://capx.cooley.com/2025/12/03/reincorporation-its-all-in-the-timing/ Wed, 03 Dec 2025 16:00:00 +0000 https://capx.cooley.com/?p=3354 For years, Delaware has been the default domicile for growing late-stage companies (and most companies generally, for that matter). For the reasons detailed in these CapitalXchange posts from June 2025 and September 2025, that may be changing. In the public company sphere, Analysis Group reported in this September 2025 memo that Delaware lost 11 public companies to reincorporation from January…

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]]> 3354 Thursday’s Webcast: “What to Expect From the SEC Now That the Government Shutdown Has Ended” https://capx.cooley.com/2025/12/01/thursdays-webcast-what-to-expect-from-the-sec-now-that-the-government-shutdown-has-ended/ Mon, 01 Dec 2025 16:00:00 +0000 https://capx.cooley.com/?p=3351 In the wake of the lengthiest government shutdown in history, questions remain about how the Securities and Exchange Commission staff is tackling its backlog of registration statements – and the potential impact on the SEC’s enforcement, rulemaking and disclosure review priorities. Tune in this Thursday, December 4, at 2:00 pm ET to hear from my Cooley colleagues – and former SEC staffers – Tejal…

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]]> 3351 CapitalXchange Audio – Strategic Reincorporations With Courtney Tygesson https://capx.cooley.com/2025/10/22/capitalxchange-audio-strategic-reincorporations-with-courtney-tygesson/ Wed, 22 Oct 2025 16:05:00 +0000 https://capx.cooley.com/?p=3252 In our new series of CapitalXchange audio interviews, we share up-to-date insights from Cooley folks who are advising on emerging issues. In this episode, Cooley partner Courtney Tygesson and I dive into what’s happening with Delaware, Nevada, and Texas. Courtney covers: Show notes The views expressed during interviews are the speakers’ personal views and do not…

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]]> 3252 Nasdaq Revisits Listing Requirements (Again): Proposing Stricter Criteria for New and Continued Listings https://capx.cooley.com/2025/10/15/nasdaq-revisits-listing-requirements-again-proposing-stricter-criteria-for-new-and-continued-listings/ Wed, 15 Oct 2025 16:05:00 +0000 https://capx.cooley.com/?p=3256 As I mentioned in Part 1 of this blog, recent proposals and commentary from Nasdaq show that the exchange is focused on encouraging capital formation. That post addressed Nasdaq’s efforts to modernize market infrastructure and make it easier to be a public company. This post discusses proposals aimed at market quality. If approved, these amendments will require China-based companies to meet…

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]]> 3256 What a Government Shutdown Means for Your IPO  https://capx.cooley.com/2025/09/29/government-shutdown-watch-get-your-ipo-strategy-in-place/ Mon, 29 Sep 2025 17:07:05 +0000 https://capx.cooley.com/?p=3178 My colleague Broc Romanek – who, as a former staffer, is familiar with the Securities and Exchange Commission’s inner workings – blogged late last week on The Governance Beat about how the government shutdown could affect the SEC and public companies. Since a shutdown can delay capital-raising activities, it’s also a huge issue for anyone with a transaction on the horizon – especially private…

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]]> 3178 Governance on the IPO Path: Nine Tips for Late-Stage Private Companies https://capx.cooley.com/2025/09/24/governance-on-the-ipo-path-nine-tips-for-late-stage-private-companies/ Wed, 24 Sep 2025 17:00:00 +0000 https://capx.cooley.com/?p=3162 In today’s market, an initial public offering (IPO) can be an attractive liquidity option – but you have to be ready to price when the moment is right. While the business and management story, financial reporting and disclosure controls are all very important parts of the IPO readiness journey, a strategic approach to corporate governance is also critical. Entering the market with an IPO-ready…

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]]> 3162 The Joy of the Berkeley Fall Forum on Corporate Governance (for the ‘Capital Raising’ Crowd) https://capx.cooley.com/2025/09/16/the-joy-of-the-berkeley-fall-forum-on-corporate-governance-for-the-capital-raising-crowd/ Tue, 16 Sep 2025 15:00:00 +0000 https://capx.cooley.com/?p=3150 Over on “The Governance Beat” blog – where Broc Romanek is sharing updates for public companies on a near-daily basis – he recently spotlighted the joy of the upcoming Berkeley Fall Forum on Corporate Governance, happening October 28 and 29 in San Francisco and virtually. I’ve had a serious case of FOMO about this event for years – there’s a real “room where it happens” vibe. So…

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]]> 3150 New Voice on CapitalXchange: Hi, I’m Liz Dunshee https://capx.cooley.com/2025/09/03/new-voice-on-capitalxchange-hi-im-liz-dunshee/ Wed, 03 Sep 2025 18:00:00 +0000 https://capx.cooley.com/?p=3143 Hi there. It’s official! A new voice is in the mix on CapitalXchange. I’m a newbie to Team Cooley, but not a newbie to the capital markets and corporate governance scene. Some of you might know me from TheCorporateCounsel.net, where I’ve been blogging and wearing various other hats for nearly a decade. I’ve also spent many years in private practice, advising public and private companies on capital…

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]]> 3143 Cooley Market Talks – Key Trends and the Rise of Convertibles https://capx.cooley.com/2025/07/31/cooley-market-talks-key-trends-and-the-rise-of-convertibles/ Thu, 31 Jul 2025 16:48:57 +0000 https://capx.cooley.com/?p=3109 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. Please join us for the next installment of Market Talks, during which our panel of thought leaders will discuss the current state of the capital markets as we enter the second half of 2025.

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]]> 3109 Flexible Financing in Focus: Why Convertibles Are Taking Center Stage in 2025 https://capx.cooley.com/2025/07/10/flexible-financing-in-focus-why-convertibles-are-taking-center-stage-in-2025/ Thu, 10 Jul 2025 17:35:03 +0000 https://capx.cooley.com/?p=3093 As we close out the first half of 2025, we are seeing renewed and encouraging energy in the capital markets. While the eight technology initial public offerings (IPOs) that have occurred so far this year are a far cry from the numbers we saw several years ago, there remains a great deal of optimism and enthusiasm from investors and issuers to raise capital and put it to use. Against this backdrop…

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]]> 3093 Non-GAAP Financial Metrics and Disclosures: Regulation G and Item 10(e) of Regulation S-K https://capx.cooley.com/2025/04/22/non-gaap-financial-metrics-and-disclosures-regulation-g-and-item-10e-of-regulation-s-k/ Tue, 22 Apr 2025 18:30:00 +0000 https://capx.cooley.com/?p=3045 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. Common examples of non-GAAP financial measures include adjusted…

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]]> 3045 Final Changes: The Upsizing or Downsizing Handbook https://capx.cooley.com/2025/04/03/final-changes-the-upsizing-or-downsizing-handbook/ Thu, 03 Apr 2025 07:00:00 +0000 https://capx.cooley.com/?p=3016 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 price range and number of shares to be offered in your IPO (your Preliminary Prospectus).

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]]> 3016 Cooley Market Talks – Client Spotlight Tempus AI https://capx.cooley.com/2025/03/06/cooley-market-talks-client-spotlight-tempus-ai/ Thu, 06 Mar 2025 21:00:00 +0000 https://capx.cooley.com/?p=3005 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. Please join us for the next installment of Market Talks, which will feature an engaging fireside chat with Tempus AI, a Cooley client that recently completed a $410.7…

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]]> 3005 Early Lock-Up Releases: Overview and Trends https://capx.cooley.com/2025/01/20/early-lock-up-releases-overview-and-trends/ Mon, 20 Jan 2025 16:00:00 +0000 https://capx.cooley.com/?p=2977 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. The theory is that, without lock-ups…

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]]> 2977 Cooley Market Talks – Navigating the Healthcare and Life Sciences Market: Dual-Track Process and Exit Considerations https://capx.cooley.com/2024/09/26/cooley-market-talks-navigating-the-healthcare-and-life-sciences-market-dual-track-process-and-exit-considerations/ Thu, 26 Sep 2024 20:00:00 +0000 https://capx.cooley.com/?p=2928 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 J.P. Morgan – discussed the state of the capital and M&A markets, expected trends for 2024…

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