All posts by Cooley

Pre-IPO Converts: What Late-Stage Private Companies Should Know

Our late-stage private company clients that are on the path to an IPO in the next 12 to 24 months will often ask us for guidance on “pre-IPO converts. ” This article explains what a pre-IPO convert is and describes some of the main considerations in this type of transaction. […]

Cooley Market Talks – Raising Capital or Going Public in Dynamic Times

Event Summary 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. In the third installment of Market Talks, our panel of thought leaders discussed strategic alternatives for raising […]

Top 10 Considerations for Management in a Continental European IPO

1. Share structure and cap table Depending on where your company is incorporated, dual- or multi-class voting structures may or may not be permitted. It is therefore important to determine early in the initial public offering (IPO) planning process whether your “œhome country ” corporate law and applicable stock exchange […]

SCOTUS decides Slack in direct listings, tracing required for 11 standing

On Thursday, June 1, SCOTUS decided Slack Technologies v. Pirani in a unanimous opinion by Justice Gorsuch holding that, even in a registration by direct listing, §11(a) liability extends only to shares that are traceable to an allegedly defective registration statement. As you know, §11 provides statutory standing to sue […]

Cooley Market Talks – IPO Readiness: Preparing for the Market Return

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. Please join us for the second installment of Market Talks, where our panel of […]

T+2 goes to T+1 “”Is “œT+evening ” next?

Yesterday, the SEC adopted a number of new rule amendments intended to reduce risks in the clearance and settlement processes. Most significantly for this audience, the changes will reduce the standard settlement cycle for most broker-dealer transactions in securities from T+2 to T+1, that is, from two business days after […]

Interim Guidance on Stock Buyback Excise Tax Confirms Broad Application to M&A and Capital Market Transactions

The Inflation Reduction Act imposes a 1% excise tax on certain repurchases of stock of publicly traded US corporations ( “œCovered Corporations “) effected after December 31, 2022 (the “œExcise Tax “).[1] On December 27, 2022, the Department of the Treasury ( “œTreasury “) and the IRS issued Notice 2023-2 […]

The Forecast for Capital Markets

Cooley partner and co-founder of the firm’s Chicago office Christina Roupas was a featured speaker in the final installment of Axios’ Dealmarkers series. In a “œView From the Top ” segment, Roupas spoke with Fabricio Drumond, chief business officer at Axios, about what’s expected for the capital markets in 2023 […]

2023 Financial Staleness and Filing Guide

As we approach the end of 2022, many companies are looking toward 2023 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: “œWhich financial statements are required in order to price the offering? “ To help […]