Category: Trends

Board diversity statute for “underrepresented communities” held unconstitutional under California’s equal protection provisions

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 “underrepresented communities.”  (See this PubCo post.)   Unfortunately, at the time, only a minute order was released, which did not offer any […]

Court grants summary judgment to plaintiffs challenging California’s board diversity statute for “underrepresented communities”

As you may recall, SB 826, the California board gender diversity statute, is not the only California board diversity statute facing legal challenges.  In 2020, AB 979, California’s board diversity statute for “underrepresented communities,” patterned after the board gender diversity statute, was signed into law, and it too has been […]

DOJ and SEC file fraud charges against Nikola CEO

Is there anything topical missing from this case? There’s a SPAC. There’s social media. There’s an unorthodox, charismatic CEO. There are electric vehicles. There are hydrogen trucks with drinking fountains using hydrogen fuel cell by-product water produced by the truck—or not. And, there’s a DOJ criminal indictment and an SEC complaint. […]

The Debate Over Dual-Class Shares in the UK

“The principle of ‘one share, one vote’ is long cherished by the UK investment community. Under current Financial Conduct Authority rules, companies cannot be included on the premium segment of the London Stock Exchange – the gold standard for corporate governance – if they have dual-class shares. Such companies also […]

Past Event: Behind the Scenes of the 2021 IPO & SPAC Boom

Cooley, DFIN, PwC, Nasdaq and The Blueshirt Group hosted a two-part webinar series Behind the Scenes of the 2021 IPO & SPAC Boom on May 4 & 11, 2021. We heard the latest insights from leaders who have successfully completed recent IPOs or SPAC mergers and learned about the current capital raising […]

Why We Believe the UK Should Look Again at Dual-Class Structures and Ways in Which Core Investor Protections Can Be Maintained

What is a dual-class structure? A dual-class structure involves two different classes of shares with differential voting rights. This means that founders and other pre-IPO holders are able to maintain voting control of the publicly listed company through holding shares with enhanced voting rights compared to the shares held by […]

The Direct Listing Craze

2019 marked the rise of the Direct Listing. Though they are not exactly new structures, following the heavily-publicized Direct Listings of tech giants Spotify and Slack, they have captured the imagination of the capital markets world. Venture capitalists love them. CFOs are intrigued by them. Bankers want to hang out with […]