CapitalXchange

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 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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CapitalXchange Audio – Using Your Post-IPO Proxy Statement as a Communication Tool https://capx.cooley.com/2026/03/25/capitalxchange-audio-using-your-post-ipo-proxy-statement-as-a-communication-tool/ Wed, 25 Mar 2026 16:00:00 +0000 https://capx.cooley.com/?p=3504 For our latest CapitalXchange interview, I spoke with Michael Mencher and Vince Flynn about proxy disclosure trends noted in 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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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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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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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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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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CapitalXchange Audio – Post-IPO Changes to Governance Structures and Board Composition https://capx.cooley.com/2026/02/18/capitalxchange-audio-post-ipo-changes-to-governance-structures-and-board-composition/ Wed, 18 Feb 2026 20:45:08 +0000 https://capx.cooley.com/?p=3473 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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IPOs Rising: What SEC Data Says About Small and Pre-Public Companies https://capx.cooley.com/2026/02/04/ipos-rising-what-sec-data-says-about-small-and-pre-public-companies/ Wed, 04 Feb 2026 17:15:39 +0000 https://capx.cooley.com/?p=3468 The SEC’s Office of the Advocate for Small Business Capital Formation (OASB) recently published a data-packed report that spotlights the ways smaller companies are getting capital as they grow from startups to public companies and beyond. The report gives various snapshots from October 2024 through September 2025 and corresponding calendar-year periods. Below are some insights that matter for…

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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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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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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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Is Your Registration Statement About to Get a Whole Lot Easier? https://capx.cooley.com/2026/01/22/is-your-registration-statement-about-to-get-a-whole-lot-easier/ Thu, 22 Jan 2026 17:00:00 +0000 https://capx.cooley.com/?p=3438 Last week, SEC Chair Paul Atkins announced that the staff would be taking a comprehensive look at Regulation S-K, which drives most of the line item disclosure requirements that apply to public companies and companies looking to go public. To give you a sense of what a big deal this overhaul initiative could be, here are some of the disclosures currently governed by Regulation S-K: There…

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Nasdaq’s ‘Life-Changing Magic of Tidying Up’ https://capx.cooley.com/2026/01/15/nasdaqs-life-changing-magic-of-tidying-up/ Thu, 15 Jan 2026 17:00:00 +0000 https://capx.cooley.com/?p=3429 I don’t know about you, but the transition from one year to the next always feels like a good time to declutter. I’ve spent the past few weeks doing that, and now I’m focusing on not accumulating junk in the first place. As it turns out, the stock market also has what some might call a “junk drawer,” and like me, Nasdaq and the SEC are looking to tidy up. If you’re planning an IPO…

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California’s Proposed ‘Billionaire Tax’: Nine Things to Know https://capx.cooley.com/2026/01/14/californias-proposed-billionaire-tax-nine-things-to-know/ Wed, 14 Jan 2026 23:05:46 +0000 https://capx.cooley.com/?p=3431 A proposed California ballot initiative – “The 2026 Billionaire Tax Act” (also known as Initiative 25-0024) – has been getting a lot of attention, and it could have implications for business valuations, capital structures and other decisions in the coming year. Here are nine things to know: As written, the proposal raises a lot of interpretive (and other) questions. We’ll be continuing…

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Going Public? Know These Seven SEC Priorities for 2026 https://capx.cooley.com/2026/01/07/navigating-sec-priorities-in-the-new-year-seven-things-pre-public-and-newly-public-companies-should-know/ Wed, 07 Jan 2026 17:00:00 +0000 https://capx.cooley.com/?p=3388 As companies gear up for 2026, what happens at the SEC could smooth the path for public capital raising efforts. However, with “lessons learned” from the government-wide shutdown still fresh in our memories – and becoming relevant again as soon as January 30th – planning for potential delays and regulatory curveballs is more important than ever. Here are seven themes for companies at the pre…

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Artificial Intelligence: How the New Executive Order Affects Your Compliance and Disclosures https://capx.cooley.com/2025/12/16/artificial-intelligence-how-the-new-executive-order-affects-your-compliance-and-disclosures/ Tue, 16 Dec 2025 17:31:28 +0000 https://capx.cooley.com/?p=3384 On December 11, 2025, President Donald Trump signed an executive order (EO) seeking to limit states’ regulation of artificial intelligence (AI) and instead establish “a minimally burdensome national policy framework for AI.” Cooley’s alert summarizes the EO and explains what it could mean for corporate compliance programs. Here’s an excerpt: Prepare for upheaval as states and the federal…

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Capital Markets Crystal Ball: Predictions for 2026 https://capx.cooley.com/2025/12/10/capital-markets-crystal-ball-predictions-for-2026/ Wed, 10 Dec 2025 16:00:00 +0000 https://capx.cooley.com/?p=3370 With New Year’s Day approaching, now is an exciting time to imagine what lies ahead for the capital markets. Q1 is typically quiet, but if you’re considering an initial public offering in 2026, keep an eye out for these key signs of a healthy market, drawn from a lively and informative discussion at the 2025 Berkeley Fall Forum on Corporate Governance that was moderated by Cooley partner Jon…

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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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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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Thursday’s Webcast: “What to Expect From the SEC Now That the Government Shutdown Has Ended” https://capx.cooley.com/2025/12/01/thursdays-webcast-what-to-expect-from-the-sec-now-that-the-government-shutdown-has-ended/ Mon, 01 Dec 2025 16:00:00 +0000 https://capx.cooley.com/?p=3351 In the wake of the lengthiest government shutdown in history, questions remain about how the Securities and Exchange Commission staff is tackling its backlog of registration statements – and the potential impact on the SEC’s enforcement, rulemaking and disclosure review priorities. Tune in this Thursday, December 4, at 2:00 pm ET to hear from my Cooley colleagues – and former SEC staffers – Tejal…

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