Corporate Law

  • July 2019

    Can Lawyers Do More to Stop M&A Failures?

    Tom Waldman, a shareholder in Stradling’s Corporate practice group, was quoted in an article published by The American Lawyer, “Can Lawyers Do More to Stop M&A Failures?”
  • June 2019

    Preparing for the Challenge of Board Diversity: Steps California Companies Can Take Now

    How can California public companies prepare for new requirements for diversity on boards of directors and the growing emphasis on transparency in disclosing diversity considerations when selecting board members? We briefly summarize the current board diversity landscape and offer several recommendations for next steps.
  • June 2019

    Policing Cryptocurrency Ads: 4 Things You Should Know

    Amit Singh, a shareholder in Stradling’s Corporate and Securities practice group and member of the firm's Mergers & Acquisitions and Emerging Growth practice groups, was quoted in an article published in Law360, “Policing Cryptocurrency Ads: 4 Things You Should Know.”
  • May 2019

    Behind the Middle Market Carve-Out Boom: Private Briefing

    Tom Waldman, a shareholder in Stradling’s Corporate practice group and former Managing Director, Legal for Los Angeles-based private equity firm The Gores Group, was quoted in an article published on May 29th by The Deal, “Behind the Middle Market Carve-Out Boom: Private Briefing.” According to a recent study done by EY, 84% of companies plan to divest a unit in the next two years.
  • May 2019

    Private Briefing: Young PE Firms Double Down On Entrepreneurship

    Tom Waldman, Shareholder in Stradling’s Corporate practice group, was quoted in an article published on May 1st by TheStreet, “Private Briefing: Young PE Firms Double Down on Entrepreneurship”. As private equity flourishes, more VPs are spinning off from their larger firms and starting their own shops. “You start out as a smaller business and the first thing you and your team do is find attractive deals,” Waldman said. “You’re doing all the legwork yourself. You’re doing business development and deal execution and management of your portfolio companies all with a small team”.
  • April 2019

    Lawmakers Reintroduce Bill To Exclude Digital Currencies From Definition of Security

    Federal lawmakers are re-upping efforts to exclude digital currencies from the definition of a security.
  • April 2019

    SEC Provides Clarity For Digital Token Sales

    The Securities and Exchange Commission earlier this month issued detailed guidance to companies that want to sell digital tokens, providing clarity on the application of federal securities laws to digital assets.
  • April 2019

    SEC Issues First-Ever No Action Letter For Digital Token Sales

    The Securities and Exchange Commission, in an unprecedented move, has given its blessing to a private jet startup to sell digital tokens without SEC oversight.
  • March 2019

    Delaware Supreme Court Upholds Dismissal of Trade Secrets Case Against PR Fund

    Amit Singh, a shareholder in Stradling’s Corporate and Securities practice group, authored an article for Preferred Returns Newsletter, the ABA’s Private Equity and Venture Capital Committee’s publication, regarding the Delaware Supreme Court’s recent dismissal of a trade secrets case against a private equity fund. brought suit against ABS Capital alleging the firm has misused confidential information by investing in its competitor.
  • March 2019

    SEC’s Effort to Exempt More Companies From Audits of Financial Controls Likely to Face Investor Resistance

    In an effort to encourage more companies to go and stay public, the SEC staff has been drafting a proposal that would exempt more public companies from audits of financial controls. However, moving forward with this agenda will not be easy.
  • March 2019

    Founder's Stock: Should You Subject It To Vesting Before A Venture Financing?

    When the founders of a company invest in their business - either with money or their intellectual property - they get in return what is known as “founder’s stock,” a form of stock in the company that comes with voting rights.

    Founder’s stock is often subject to a vesting schedule. That means if the founder leaves the company before the stock is fully vested, the company has the right to buy back unvested shares either at cost or at fair market value, whichever is lower.
  • March 2019

    Putting A Cap On Participating Preferred Stock

    Participating preferred stock - which entitles the investor to a preferential payment upon liquidation, as well as a share of the remaining liquidation proceeds with common stockholders - has some critics, namely those who say it allows the holder to double-dip into the company gains. A common way to limit the dilution of value caused by participating preferred stock is to set a cap on the participation amounts.
  • March 2019

    Crypto Firm Escapes Fine After Self-Reporting Unregistered ICO

    The SEC has settled charges a Washington D.C.-based crypto startup’s Initial Coin Offering was an unregistered securities offering without an applicable registration exemption. The SEC did not impose penalties against the company, Gladius Network LLC, which self-reported the ICO.
  • March 2019

    FTC Announces Revised HSR Notification Thresholds For 2019

    The FTC recently announced annual changes to the reporting thresholds for the Hart Scott Rodino Antitrust Improvements Act, increasing the thresholds by approximately 6.6% over 2018.

    The HSR Act established the federal pre-merger notification program, which provides the FTC and the U.S. Department of Justice with information about large mergers and acquisitions before they occur.
  • February 2019

    Client Alert - Expanded Scope of Testing the Water Communications

    Paige Smith, an associate in Stradling’s corporate practice group, authored a client alert regarding the SEC’s new rule to allow any issuer to “test the waters” prior to an initial public offering.
  • February 2019

    SEC Nudges Cos. Toward More Robust Diversity Disclosures

    Ryan Wilkins, chair of Stradling’s Corporate and Securities department and leader of the firm’s Public Company practice group, was quoted in an article published by Law360 on February 15th, “SEC Nudges Cos. Toward More Robust Diversity Disclosures.” The SEC recently updated disclosure guidelines that call upon companies to explain how certain “self-identified diversity characteristics” of directors influence nomination decisions.
  • February 2019

    Delaware Supreme Court Affirms MAE Ruling Allowing Fresenius To Terminate Akorn Merger

    The Delaware Supreme Court has upheld a landmark lower court decision that allowed Fresenius Kabi AG to walk away from a planned $4.75 billion merger with Akorn Inc. based on the existence of a material adverse effect.

  • February 2019

    House Bill Would Exclude Digital Currencies From Definition Of A Security

    Two members of the U.S. House of Representatives have introduced a bill that would exclude digital currencies from the definition of a security, an effort from lawmakers to provide bright line rules and regulatory clarity to the cryptocurrency industry.
  • January 2019

    SEC Publishes Final Rule Expanding Regulation A To Reporting Companies

    The SEC recently adopted final rules that will allow reporting companies to utilize the Regulation A exemption from registration, a change that will provide those companies with additional flexibility when raising capital.
  • December 2018

    SEC Further Clarifies Some Tokens May Not Be Securities

    The SEC continues to further clarify its position with respect to blockchain tokens and regulation. Speaking at a House committee hearing last year, a SEC official acknowledged the possibility that some types of “utility tokens” may not be securities.