April 10, 2013

How You Can Help Handle a Boardroom Conflict

Great practical guidance on a challenging topic. In this podcast, Alan Rudnick of Masters-Rudnick provides some insight into how general counsels should handle director conflicts of interest, including:

– If conflict arises on the board, what role does the general counsel or corporate secretary have?
– What if the conflict involves the CEO?
– Does that put the general counsel/secretary in an awkward position?
– What if it does appear that the GC/secretary could lose his job?
– If there is major conflict among directors – or between CEO and directors – what can the GC/secretary do?
– What are techniques that the GC/secretary can suggest if asked for advice?
– What advice do you have for the GC/secretary?

You should also read Alan’s checklist on this topic. If you want to contribute a short checklist to this site, just let me know…

IPOs & the JOBS Act: One Year Later

After reviewing 184 IPOs by emerging growth companies from the past year (completed or in registration), Latham & Watkins put together this “IPO Playbook” on the 1st anniversary of the JOBS Act last week, including finding:

– Title I has changed the IPO process. Over 90 percent of EGCs that publicly filed their first registration statement after April 5, 2012 elected at least one accommodation offered by the JOBS Act.
– EGCs are found across many industries, with technology companies representing the largest group of EGC IPO issuers. After technology, the top five industries were energy, healthcare, financial services, real estate and pharmaceuticals.
– Confidential submission is particularly popular. Approximately 65 percent of EGCs that publicly filed their first registration statement after April 5, 2012 submitted at least one draft registration statement for review by the SEC prior to public filing.
– Disclosure about EGC status has become standard. EGCs include standard disclosure in their IPO registration statements about their EGC status and the IPO on-ramp accommodations they are using.
– Testing-the-waters practices are still evolving. The decision of whether, when and how to test the waters with potential institutional investors to gauge their interest in a contemplated offering is made by issuers and their underwriters on a case-by-case basis.
– Foreign private issuers are taking advantage of Title I. They comprised almost 10 percent of US IPOs completed by EGCs since April 5, 2012.
– The pipeline for EGC IPOs remains robust. There are currently 65 EGCs in registration that have publicly filed a registration statement.

Also check out Anna Pinedo’s blog analyzing the JOBS Act after a year…

Transcript: “Growing Controversies Over Company Valuations Under Delaware Law”

We have posted the transcript of our recent webcast: “Growing Controversies Over Company Valuations Under Delaware Law.”

– Broc Romanek