Category: Resource
The Incorporation Debate: What You Need to Know Now
By Liz Dunshee 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 […]
New Voice on CapitalXchange: Hi, I’m Liz Dunshee
By Liz Dunshee 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 […]
Flexible Financing in Focus: Why Convertibles Are Taking Center Stage in 2025
Market momentum 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 […]
Reincorporation Considerations for Late-Stage Private and Pre-IPO Companies
Introduction 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 […]
Navigating Pre-IPO Purgatory: Insights and Strategies
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 […]
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 […]
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 – […]
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 […]
Counsel Corner: Don’t Want to Miss the Next IPO Window? Here’s What to Do Now
After a recent cooling-off period, the success of high-profile tech IPOs and favorable market conditions suggest that 2024 is a promising time for tech and growth companies to go public. Here, we’ll share why the market is ripe for tech IPOs now, along with the key steps tech companies should […]
Beyond Borders: A Playbook to Empower Tech Legal Leaders – Foreign Private Issuer Insights
In the ever-evolving landscape of global business, tech companies are not confined by geographical boundaries – they are pioneering the path beyond borders. As in-house teams navigate the intricate realm of international expansion, the concept of becoming a foreign private issuer (FPI), or taking proactive steps to maintain FPI status, […]