12 May 2013
Prompted by the Netflix CEO’s post on Facebook about monthly online viewing rates. The SEC statement is here. Excerpt:
“Washington, D.C., April 2, 2013 — The Securities and Exchange Commission today issued a report that makes clear that companies can use social media outlets like Facebook and Twitter to announce key information in compliance with Regulation Fair Disclosure (Regulation FD) so long as investors have been alerted about which social media will be used to disseminate such information.”
Posted in Equity capital markets, Financial services and market conduct, Regulators, Reporting and accounts, United States |
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13 March 2013
HM Treasury has today published its promised consultation on making AIM company shares eligible for ISAs. The effect of the proposed changes is that High Growth Segment company shares, when and if there are any, will also be eligible for ISAs.
The Treasury press release is here and the consultation document is here.
The key proposed change (see paragraph 3.3 of the consultation document) is that:
read more »
Posted in Consultations, Equity capital markets, Tax, United States |
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13 March 2013
The Insolvency Service yesterday announced an independent review of pre-packs. From the announcement:
“The Government has announced an independent review into pre-pack administration during a Parliamentary debate on pre-packs. A timescale will be announced at the time the review is launched in late spring.
“The Government has listened carefully to the concerns of creditors about pre-packs and that is why we already have measures in place to increase transparency and prevent abuse. Strengthened measures are being introduce to improve the quality of information insolvency practitioners are required to provide on pre-pack deals and we are using targeted monitoring of outcomes to assess whether there is evidence of abuse.
“Used appropriately, pre-packs can be a highly effective process to ensure the best deal for creditors by better enabling the rescue of businesses, preserving value and safeguarding jobs. The independent review announced by the Minister will enable further evidence to be assembled on how pre-packs are working in practice and whether further steps are needed.”"
The announcement also contains a set of Q&As explaining what a pre-pack is.
Posted in Restructurings, United States |
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11 March 2013
A great bear, woods, defecate story from the New York Times about the eToys IPO of 1999; and how Goldman Sachs allegedly made more in commission kickbacks from clients grateful for an allocation of the IPO shares that it made from eToys in fees. Excerpt:
“Goldman carefully calculated the first-day gains reaped by its investment clients. After compiling the numbers in something it called a trade-up report, the Goldman sales force would call on clients, show them how much they had made from Goldman’s I.P.O.’s and demand that they reward Goldman with increased business. It was not unusual for Goldman sales representatives to ask that 30 to 50 percent of the first-day profits be returned to Goldman via commissions, according to depositions given in the case.”
The eToys – Goldmans litigation continues.
Posted in Equity capital markets, United States |
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11 March 2013
Posted in Scrapbook, United States |
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9 March 2013
The New York Times review of Sheryl Sandberg’s “Lean In: Women, Work, and the Will to Lead” here.
Ms. Sandberg is famously ex-World Bank, ex-US Treasury, ex-McKinsey, ex-Google and now Chief Operating Officer at Facebook.
Excerpt from the NYT Review:
read more »
Posted in Scrapbook, United States |
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26 February 2013
Posted in Private equity, United States |
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26 February 2013
The founder of Wachtell, Lipton, Rosen & Katz on why Einhorn is all wrong.
Posted in Corporate governance, Equity capital markets, United States |
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11 February 2013
A detailed account from the New York Times of the provisions in the Dell acquisition agreement that seek to encourage a competing bid and to avoid the impression that this is an MBO “on the cheap”,
Posted in Takeovers, United States |
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28 January 2013
Posted in M+A, Takeovers, United States |
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25 January 2013
Mary Jo White, presently a partner at Debevoise and Plimpton, is to be nominated by President Obama to head up the US’s lead securities regulator. Here is Bloomberg’s take on the appointment, the New Yorker’s, and the Economist’s.
Posted in Financial services and market conduct, Lawyers, Regulators, United States |
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24 January 2013
From a Federal Financial Institutions Examination Council press release dated 22 January 2013:
“The (FFIEC) today released proposed guidance on the applicability of consumer protection and compliance laws, regulations, and policies to activities conducted via social media by banks, savings associations, and credit unions, as well as nonbank entities supervised by the Consumer Financial Protection Bureau and state regulators.
The FFIEC is responding to requests for guidance in this area from various industry and consumer interests. The guidance is intended to help financial institutions understand potential consumer compliance, legal, reputation, and operational risks associated with the use of social media, along with expectations for managing those risks. Although the guidance does not impose additional obligations on financial institutions, the FFIEC expects financial institutions to take steps to manage potential risks associated with social media, as they would with any new process or product channel.”
The guidance is here.
Posted in Financial services and market conduct, Regulators, United States |
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11 January 2013
Posted in Equity capital markets, United States |
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9 January 2013
Posted in Private equity, United States |
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8 January 2013
A lengthy NYT article discusses the rise of crowdfunding and peer-to-peer lending in the United States, and the delay in writing new rules required under the JOBS Act as the SEC struggles to balance encouraging these new financing models with investor protection.
See also: Lots more crowdfunding posts.
Posted in Financial services and market conduct, Regulators, United States |
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2 January 2013
From the NYT DealBook.
More Facebook IPO shenanigans here.
Posted in Equity capital markets, United States |
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10 December 2012
FT review of Bill Janeway’s book “Doing Capitalism in the Innovation Economy”:
read more »
Posted in Private equity, Scrapbook, United States |
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4 December 2012
…in connection with the spate of accounting misdemeanours involving Chinese companies listed on US capital markets, of which the Sino-Forest scandal has been the most high-profile. SEC press release here.
On the same day, Canada’s stock market regulator has accused Ernst & Young LLP of failing to conduct a proper audit of Sino-Forest.
See also: European Commission proposals for reform of the audit market: Big Four firms may have to separate their audit businesses
Posted in Equity capital markets, Regulators, Reporting and accounts, United States |
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2 December 2012
TechCrunch interview with Toni Schneider, the CEO of WordPress.com’s parent company Automattic.
“Overall, if you look at the entire Internet and just go down the list at what all the different sites run… 17.4 percent of all sites on the Internet are powered by WordPress. The next number two platform is Joomla, which is around 3 percent, and Drupal is around 2 something. And then, I believe Blogger is number four with one or 1.5 percent.
If you notice, that doesn’t add up to 100 percent. So actually, the majority of the web is still custom made sites that don’t even use a content management system.”
WordPress.org is the open source version to download and run yourself, and WordPress.com is run as a service.
Posted in Scrapbook, United States |
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29 November 2012
The NYT Dealbook’s overview of the SAC / Martoma insider dealing case explains controlled-liability theory:
“…the S.E.C.’s warning is the boldest regulatory shot yet across SAC’s bow. The commission filed a parallel civil suit last week alongside the Justice Department’s criminal charges that named Mr. Martoma and CR Intrinsic, the SAC unit that employed Mr. Martoma, as defendants.
A person briefed on the investigation said that an additional action against SAC, or even Mr. Cohen, could involve accusations of fraud based on the so-called controlled-liability theory, meaning that it was in “control” of Mr. Martoma when he engaged in insider trading.”
See also: Expert network firms
Posted in Equity capital markets, Financial services and market conduct, Regulators, United States |
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13 November 2012
A fascinating New Yorker article on Stanford University, from its foundation in the 1890s at the end of the gold rush, through its rise as a technological and engineering powerhouse, through to its present position as the “intellectual nexus” of the Valley and its ambiguous position as an academic institution many of whose staff and students ask of an endeavour, “what’s in it for me”:
read more »
Posted in Scrapbook, United States |
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9 November 2012
Reuters Breakingviews reckons that there isn’t much point to M&A lawyers:
“U.S. deal lawyers are not as valuable as they may think. Financial markets are largely indifferent to the legal terms of agreed public company mergers, new research shows. That may be because most transactions close regardless of the fine print. M&A attorneys have their uses, but agonizing over detailed wording isn’t the best way to serve clients.”
Although this poorly-argued piece does drag itself to concluding that “lawyers, of course, play useful roles in structuring deals, clearing regulatory hurdles and guiding clients through transactional risks”.
Posted in Lawyers, M+A, United States |
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29 October 2012
Restricted stock units have vested today for some Facebook staff. The General Counsel, Theodore Ullyot, receives shares worth $30,000,000, which can now be sold.
More Facebook here.
Posted in Equity capital markets, United States |
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26 October 2012
This piece from the New York Times discusses the trend in US law schools to focus on more specialised legal education as a response to the challenges facing the legal sector – the same challenges as in the UK.
Posted in Lawyers, United States |
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24 October 2012
After Google’s EDGAR filing mishap last week, an article from the NY Times on why companies still use third parties to make these price sensitive filings.
Posted in Equity capital markets, United States |
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17 October 2012
HM Treasury has today announced that the Government is accepting the recommendations of the Wheatley Review of LIBOR in full. The Treasury’s press release is here and the ministerial statement is here (pdf). We covered the Wheatley recommendations in this post.
Section 397 of the Financial Services and Markets Act 2000 will be extended to capture the making of misleading statements to manipulate benchmarks such as LIBOR. From the ministerial statement:
read more »
Posted in Financial services and market conduct, Regulators, United States |
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16 October 2012
From that emblem of cool, the New York Times:
“Rachel Crosby speaks about her BlackBerry phone the way someone might speak of an embarrassing relative.
“I want to take a bat to it,” Rachel Crosby, of Los Angeles, says of her creaky BlackBerry. “You can’t do anything with it.”
“I’m ashamed of it,” said Ms. Crosby, a Los Angeles sales representative who said she had stopped pulling out her BlackBerry at cocktail parties and conferences. In meetings, she says she hides her BlackBerry beneath her iPad for fear clients will see it and judge her.
read more »
Posted in Scrapbook, United States |
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10 October 2012
This excellent Bloomberg article details the various ways in which the SEC pressed Facebook for fuller and more accurate disclosures about its business ahead of its shambolic IPO. Excerpts:
read more »
Posted in Equity capital markets, Regulators, United States |
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1 October 2012
From the New York Times, Wilson Sonsini Retools Strategy to Land Internet Start-Ups:
“…reflects the firm’s evolving mind-set as lawyers jockey for the attention of start-ups. In an effort to build credibility among new technology companies, Wilson Sonsini and others are employing a broad set of tools, including offering free services, cozying up to incubators and writing blogs.
Such efforts are critical. While early-stage ventures represent just 20 percent of the firm’s business, those companies can generate hefty fees as they mature. Wilson Sonsini and other firms also make small investments in young start-ups, which can pay off in later years.
“Small deals would not have interested these firms a few years ago,” said Joseph A. Grundfest, a Stanford law professor. “Now, it’s the new normal.”
For years, Wilson Sonsini dominated Silicon Valley, shepherding young technology companies like Apple, Netscape Communications and even the ill-fated Webvan. In 1998, Lawrence W. Sonsini, the firm’s patriarch, introduced two Stanford graduate students to Sequoia Capital and Kleiner Perkins Caufield & Byers, two top venture capital firms. Six years later, Wilson Sonsini helped their company, Google, go public.”
See also: StartupCompanyLawyer.com, run by a Wilson Sonsini partner
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Posted in Lawyers, Private equity, United States |
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25 September 2012
Posted in Lawyers, United States |
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19 September 2012
From SmartAsset, a calculator that in TechCrunch’s words “basically takes you through each event that can affect the division of a company’s equity. First you start with the founding — entering the total number of shares, each founder, and the equity that they receive. Then you enter employees and advisors and their equity. You can add multiple funding events and their details, and the eventual exit”. This is for US start-ups.
Posted in Private equity, United States |
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12 September 2012
Posted in Private equity, United States |
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6 September 2012
Good article from Business Insider on current Silicon Valley practice.
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Posted in Private equity, United States |
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6 September 2012
An explanation of how fairness opinions are being used in non-traditional contexts by a managing director at Rothschild, in the NYT.
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Posted in M+A, United States |
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4 September 2012
Discussed here in the New York Times. (UPDATED: Reuters’ Felix Salmon provide a counter-point to the NYT article here.)
“It is David Ebersman’s fault. There is just no way around it.
Mr. Ebersman is Facebook’s well-liked, boyish-looking 41-year-old chief financial officer. He’s not as well known as Mark Zuckerberg, Facebook’s founder and chief executive, or Sheryl Sandberg, its chief operating officer and recently appointed director.
But when it came to Facebook’s catastrophe of an initial public offering — the stock reached a new low on Friday, closing at $18.06 — it was Mr. Ebersman, not Mr. Zuckerberg or Ms. Sandberg, who was ultimately the one pulling the strings.
Now, three months after the offering, the company has lost more than $50 billion in market value. Let me say that again for emphasis: Facebook’s market value has dropped more than $50 billion in 90 days.
To put that in perspective, that’s more market value than Lehman Brothers gave up in the entire year before it filed for bankruptcy.”
More FB IPO mishaps here.
Posted in Equity capital markets, United States |
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30 August 2012
Matt Taibbi on Mitt Romney in Rolling Stone magazine.
He’s a not a fan of the Republican party nominee:
read more »
Posted in Private equity, United States |
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