Cooley – CapitalXchange https://capx.cooley.com Legal insight for the capital markets Wed, 29 Apr 2026 17:34:19 +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 Cooley Market Talks – AI and the New Capital Dynamic: IPOs, M&A and What Comes Next https://capx.cooley.com/2026/04/29/cooley-market-talks-ai-and-the-new-capital-dynamic-ipos-ma-and-what-comes-next/ Wed, 29 Apr 2026 17:34:16 +0000 https://capx.cooley.com/?p=3557 With AI transforming capital-raising dynamics and M&A strategies, our clients are navigating a dynamic moment. Yesterday, Cooley Partners Jamie Leigh and Dave Peinsipp were joined by Nicole Irvin and Todd Ebe of Goldman Sachs to discuss how rapidly evolving risks and opportunities are shaping corporate strategy and market activity. If you missed the Cooley Market Talks webcast…

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]]> 3557 Debrief: SEC’s 45th Annual Small Business Forum https://capx.cooley.com/2026/03/18/debrief-secs-45th-annual-small-business-forum/ Wed, 18 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3510 Last week, the SEC held one of its most anticipated annual events – the Small Business Forum – which serves as both a status check and brainstorming session for capital formation issues affecting emerging and newly public companies. The forum gives business leaders, practitioners, and other members of the public an opportunity to weigh in on capital-raising policy recommendations that will be…

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]]> 3510 CapitalXchange Audio – What to Know as Your Institutional Investor Base Grows https://capx.cooley.com/2026/03/11/capitalxchange-audio-what-to-know-as-your-institutional-investor-base-grows/ Wed, 11 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3498 For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about investor issues gleaned from 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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]]> 3498 Project Crypto’s Sleeper Storyline: Addressing Public Company Pain Points https://capx.cooley.com/2026/03/03/project-cryptos-sleeper-storyline-addressing-public-company-pain-points/ Tue, 03 Mar 2026 17:59:10 +0000 https://capx.cooley.com/?p=3487 The previews are rolling for the SEC’s “Project Crypto”– and it looks like even non-crypto companies may benefit from what’s in store. Recent statements and remarks from SEC commissioners and staff suggest that upcoming rulemaking will be aimed at: Many of these efforts relate not just to cryptocurrency, but also to the broader concept of tokenization. It’s still early days…

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]]> 3487 2026 Government Shutdown: What’s New, What’s Not https://capx.cooley.com/2026/02/02/2026-government-shutdown-whats-new-whats-not/ Mon, 02 Feb 2026 20:07:17 +0000 https://capx.cooley.com/?p=3461 On Saturday, January 31, funding lapsed for many government agencies – including the Securities and Exchange Commission. Unlike the government shutdown we experienced last fall, many folks expect the current shutdown to be short-lived – possibly ending this week. However, for companies trying to get to market, each day matters. To help keep things moving, the staff of the SEC’s Division of…

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]]> 3461 Urgent: Pre-Shutdown Accommodation for Eligible IPO Issuers https://capx.cooley.com/2026/01/29/urgent-pre-shutdown-accommodation-for-eligible-ipo-issuers/ Thu, 29 Jan 2026 21:17:37 +0000 https://capx.cooley.com/?p=3451 Our Cooley teams are working with clients to plan ahead for the looming government shutdown. For companies on the verge of the IPO, the staff has informally shared an important pre-shutdown accommodation that we didn’t have during the last go-round. The staff of the Division of Corporation Finance will be willing to accelerate effectiveness for IPO issuers that have cleared comments and…

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]]> 3451 CapitalXchange Audio – Unlocking Data on Post-IPO Governance Trends https://capx.cooley.com/2026/01/28/capitalxchange-audio-unlocking-data-on-post-ipo-governance-trends/ Wed, 28 Jan 2026 17:00:00 +0000 https://capx.cooley.com/?p=3445 For our latest CapitalXchange interview, I spoke with Cooley lawyers Michael Mencher and Vince Flynn about 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 associated.

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]]> 3445 CapitalXchange Audio – Hong Kong IPOs With Will Cai https://capx.cooley.com/2025/11/12/capitalxchange-audio-hong-kong-ipos-with-will-cai/ Wed, 12 Nov 2025 17:07:52 +0000 https://capx.cooley.com/?p=3322 Team Cooley has guided issuers and banks through pricing 12 Hong Kong IPOs so far this year! With a robust Chapter 18C pipeline, we expect more to come. In this CapitalXchange audio blog, I caught up with Will Cai to learn more about these deals. Will co-chairs Cooley’s China corporate practice and helped found the firm’s Asia capital markets practice. We discussed: Show notes…

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]]> 3322 Nasdaq Revisits Listing Requirements (Again): Proposing Simpler Paths to Going and Staying Public https://capx.cooley.com/2025/10/08/nasdaq-revisits-listing-requirements-again-proposing-simpler-paths-to-going-and-staying-public/ Wed, 08 Oct 2025 17:04:06 +0000 https://capx.cooley.com/?p=3221 A series of recent Nasdaq proposals make it more important than ever for smaller companies to closely monitor compliance. At the same time, they show that Nasdaq wants to send a market signal about the quality of its listed companies and encourage capital formation. The recent updates build on several 2024 amendments that we summarized in this September 2024 post and this March 2025 post.

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]]> 3221 Crypto’s Next Stage: Practical Paths to Accessing Public Markets https://capx.cooley.com/2025/09/17/cryptos-next-stage-practical-paths-to-accessing-public-markets/ Wed, 17 Sep 2025 17:00:00 +0000 https://capx.cooley.com/?p=3166 Cryptocurrency companies are facing opportunities in the US public markets like never before. In the midst of the current market demand, the president’s Working Group on Digital Asset Markets has directed a multiagency approach to creating a workable regulatory framework for the industry. As part of that, the Securities and Exchange Commission (SEC) has not only launched a fast-track initiative to…

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]]> 3166 The Incorporation Debate: What You Need to Know Now https://capx.cooley.com/2025/09/10/the-incorporation-debate-what-you-need-to-know-now/ Wed, 10 Sep 2025 15:30:00 +0000 https://capx.cooley.com/?p=3148 For decades, Delaware has been the default choice for incorporation – either at formation or in anticipation of an initial public offering (IPO). As we noted in this June 2025 CapitalXchange article, recent developments have made the decision more complex. Today’s blog recaps why the incorporation decision matters, highlights Nevada’s rise as one of the leading disruptors, and points out a common…

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]]> 3148 Reincorporation Considerations for Late-Stage Private and Pre-IPO Companies https://capx.cooley.com/2025/06/20/reincorporation-considerations-for-late-stage-private-and-pre-ipo-companies/ Fri, 20 Jun 2025 15:56:15 +0000 https://capx.cooley.com/?p=3071 Companies thinking about, preparing for or going through the initial public offering (IPO) process have many things to do and many decisions to make (to put it mildly!). A relatively recent addition to this list of considerations for Delaware-incorporated companies is whether to reincorporate in a different state, with Nevada and Texas emerging as the front-runners. Such moves – referred to…

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]]> 3071 Cooley Market Talks – Navigating Market Dynamics: Current Considerations for Healthcare and Life Sciences Companies https://capx.cooley.com/2025/06/18/cooley-market-talks-navigating-market-dynamics-current-considerations-for-healthcare-and-life-sciences-companies/ Wed, 18 Jun 2025 15:25:23 +0000 https://capx.cooley.com/?p=3063 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, our panel of thought leaders focused on healthcare capital markets, examining expected trends in 2025 and offered key perspectives on market dynamics.

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]]> 3063 Considerations for Implementing a Multi-Class Share Structure https://capx.cooley.com/2025/02/05/considerations-for-implementing-a-multi-class-share-structure/ Wed, 05 Feb 2025 18:17:00 +0000 https://capx.cooley.com/?p=2986 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 – the founders, a combination of founders and pre-IPO investors, or all pre-IPO stockholders…

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]]> 2986 Board Diversity for Foreign Private Issuers: Does Board Diversity Mean the Same Thing Worldwide? https://capx.cooley.com/2022/09/02/fpi-board-diversity/ Fri, 02 Sep 2022 18:31:14 +0000 https://capitalxchange.wpengine.com/?p=2312 Now that Nasdaq’s board diversity matrix disclosure deadline has arrived, foreign private issuers (FPIs) and companies considering US initial public offerings are increasingly considering their current board makeups and director candidates in light of US and home country requirements, as well as expectations of investors and shareholder advocacy groups. The Nasdaq diversity rules apply to…

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]]> 2312 New SEC proposal takes on SPACs https://capx.cooley.com/2022/05/03/new-sec-proposal-takes-on-spacs-2/ Tue, 03 May 2022 17:00:00 +0000 https://capitalxchange.wpengine.com/?p=2198 Yesterday, the SEC voted, three to one, to propose new rules and amendments regarding SPACs, shell companies, the use of projections in SEC filings and a rule addressing the status of SPACs under the Investment Company Act of 1940. The proposal arrives in the context of calls from various corners, including from SEC Chair Gary Gensler and former Acting Corp Fin Director John Coates…

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]]> 2198 Board diversity statute for “œunderrepresented communities ” held unconstitutional under California’s equal protection provisions https://capx.cooley.com/2022/04/13/board-diversity-statute-for-underrepresented-communities-held-unconstitutional-under-californias-equal-protection-provisions/ Wed, 13 Apr 2022 07:00:00 +0000 https://capitalxchange.wpengine.com/?p=2134 On April 1, the L.A. County Superior Court granted the plaintiffs’ motion for summary judgment in Crest v. Padilla, the taxpayer litigation challenging AB 979, California’s board diversity statute for “œunderrepresented communities. ” (See this PubCo post.) Unfortunately, at the time, only a minute order was released, which did not offer any explanation of the Court’s reasoning. Now…

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]]> 2134 SEC (finally) proposes new rules on climate disclosure [UPDATED “”PART I] https://capx.cooley.com/2022/04/06/sec-finally-proposes-new-rules-on-climate-disclosure-updated-part-i/ Wed, 06 Apr 2022 16:00:00 +0000 https://capitalxchange.wpengine.com/?p=2115 [This post is Part I of a revision and update of my earlier post primarily reflecting the contents of the proposing release. This post covers background and describes various aspects of the proposal other than the sections on GHG emissions disclosure and attestation, which will be covered in a separate post early next week.] The SEC describes it modestly as a proposal to “œenhance and…

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]]> 2115 New SEC proposal takes on SPACs https://capx.cooley.com/2022/04/05/new-sec-proposal-takes-on-spacs/ Tue, 05 Apr 2022 13:00:00 +0000 https://capitalxchange.wpengine.com/?p=2112 Yesterday, the SEC voted, three to one, to propose new rules and amendments regarding SPACs, shell companies, the use of projections in SEC filings and a rule addressing the status of SPACs under the Investment Company Act of 1940. The proposal arrives in the context of calls from various corners, including from SEC Chair Gary Gensler and former Acting Corp Fin Director John Coates…

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]]> 2112 UK Financial Conduct Authority Changes Listing Rules to Boost Growth and Innovation https://capx.cooley.com/2021/12/21/uk-financial-conduct-authority-changes-listing-rules-to-boost-growth-and-innovation/ Tue, 21 Dec 2021 17:00:00 +0000 https://capitalxchange.wpengine.com/?p=2083 On 2 December 2021, the UK Financial Conduct Authority (FCA) confirmed a series of rule changes designed to remove immediate barriers to listing, make its rulebooks more accessible, and protect and enhance market integrity. These changes came into force on 3 December 2021, except for minor changes to modernise and streamline the rulebooks, which will come into force on 10 January 2022.

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