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 […]
10 Key Considerations for IPOs During COVID-19
Despite the COVID-19 pandemic and associated stock market difficulties, some IPOs are getting done. Prior to the pandemic, IPO timelines for the rest of 2020 were largely focused on navigating around the upcoming U.S. elections. The focus has now shifted to the duration and impact of the pandemic, and when […]
Cooley Supports Petition to SEC for E-Signatures
Cooley, together with Wilson Sonsini Goodrich & Rosati and Fenwick & West, has submitted a petition to the SEC requesting a rule change to allow companies to use electronic signatures in their filings. Today, companies are required to sign many SEC filings, including registration statements filed in connection with IPOs, […]
UK Pre-Emption Group Provides Temporary Additional Flexibility for Pre-Emption Disapplication Authorities
The UK Pre-Emption Group (PEG) issued a statement, published on April 1, 2020, regarding its expectations for non-pre-emptive issues by companies listed in the UK in the context of the coronavirus pandemic. Temporary increase The PEG recommends that investors, on a case-by-case basis, consider supporting non-pre-emptive issues by companies of […]
COVID-19 Updates for UK + European Capital Markets: FCA, FRC + PRA Joint Statement, AIM Guidance and ESMA Public Statement
In light of the COVID-19 pandemic, several key updates for UK and European capital markets have recently been released, focusing primarily on financial reporting, including a joint statement by the Financial Conduct Authority (FCA), Financial Reporting Council (FRC) and Prudential Regulation Authority (PRA), an Inside AIM publication by the London […]
10 Key Considerations in Preparing for a Direct Listing
1. Avoiding dilution versus fundraising A critical consideration in any IPO, but particularly when the IPO price is lower than recent private valuations or expectations, is the significant dilution associated with the shares sold by the company to the public. For companies with a strong balance sheet, this dilution can […]
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 […]
25 Considerations in Preparing For an IPO: Tech Companies
1. Experienced advisers Choose experienced advisers, including lawyers, auditors and financial consultants (if necessary), and get them involved early. Advisers who work routinely with the SEC and investment bankers – and each other – will help proactively identify key issues, expedite the transaction and avoid the pitfalls that can delay […]
25 Considerations in Preparing For an IPO: Healthcare & Life Sciences Companies
1. Experienced advisors Choose experienced advisors, including lawyers, auditors and financial consultants (if necessary), and get them involved early. Advisors who work routinely with the SEC and investment bankers and each other will help proactively identify key issues, expedite the transaction and avoid the pitfalls that can delay offerings, create […]
Practical Observations on Preparing Prospectuses Under the New Prospectus Regulation
On 21 July 2019 the new Prospectus Regulation (Regulation (EU) 2017/1129) (the “œNew Prospectus Regulation “) regime repealed and replaced the previous Prospectus Directive ( “œPD2 “) regime in all EU Member States. In this briefing we explore the impact of the New Prospective Regulation on issuers producing a prospectus […]