Resource – CapitalXchange https://capx.cooley.com Legal insight for the capital markets Wed, 01 Apr 2026 15:45:01 +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 Resource – CapitalXchange https://capx.cooley.com 32 32 238415165 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 Comparative Playbook: Navigating Conflicts in Delaware and Nevada https://capx.cooley.com/2026/02/25/comparative-playbook-navigating-conflicts-in-delaware-and-nevada/ Wed, 25 Feb 2026 22:18:54 +0000 https://capx.cooley.com/?p=3479 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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]]> 3479 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 Post-IPO Governance: What the Data Reveals About Life After Listing  https://capx.cooley.com/2025/11/19/post-ipo-governance-what-the-data-reveals-about-life-after-listing/ Wed, 19 Nov 2025 19:03:23 +0000 https://capx.cooley.com/?p=3339 Heading into an initial public offering (IPO), companies spend significant time considering board and committee composition, capital structures, shareholder rights and other governance matters. As we discussed in this September 2025 blog post, a strategic approach to corporate governance can help smooth the transition to being a public reporting company with a dispersed shareholder base.

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]]> 3339 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 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 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 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 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 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 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 Navigating Pre-IPO Purgatory: Insights and Strategies https://capx.cooley.com/2025/06/18/navigating-pre-ipo-purgatory-insights-and-strategies/ Wed, 18 Jun 2025 17:19:05 +0000 https://capx.cooley.com/?p=3066 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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]]> 3066 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 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 2025 Financial Staleness Calendar and Filing Guide https://capx.cooley.com/2024/10/25/2025-financial-staleness-calendar-and-filing-guide/ Fri, 25 Oct 2024 19:07:51 +0000 https://capx.cooley.com/?p=2946 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 required in order to price the offering?” To help answer this question…

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]]> 2946 Don’t Want to Miss the Next IPO Window? Here’s What to Do Now https://capx.cooley.com/2024/07/29/counsel-corner-dont-want-to-miss-the-next-ipo-window-heres-what-to-do-now/ Mon, 29 Jul 2024 17:00:00 +0000 https://capitalxchange.wpengine.com/?p=2867 If the pandemic era taught us anything, it’s that IPO windows can shift faster than expected. The rush of 2021 showed how quickly opportunity can appear, and the slowdown in 2022 reminded us how quickly it can fade. Since then, we’ve seen windows open and close in shorter, more selective bursts, with a handful of marquee offerings periodically lifting sentiment before conditions settle again.

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