The Shelf Crashers

Posted by L&W Capital Markets Group on May 11, 2012

Your good client William Cleary is on the line. Cleary--or to be precise, Hon. William Cleary, the former Secretary of the Treasury--is now running a successful public company that provides security for high-profile weddings. The company has an effective shelf registration statement, but two of his shareholders, John and Jeremy, now want to crash the party and get themselves added as selling shareholders. Secretary Cleary explains, "I tried to call our GC Chaz Reinhold, but his assistant says he's at a funeral. What do we have to do to add John and Jeremy?"

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Consents, Part 3

Posted by L&W Capital Markets Group on April 24, 2012

The Dude is enthusiastic about his chain of bowling alleys and convinced his IPO will succeed famously. (Section 11 devotees might recall another famous, or infamous, bowling alley company, B & C Bowling Alley Builders, better known as BarChris Construction Corp., see Escott v. BarChris Construction Corp., 283 F. Supp. 643 (S.D.N.Y. 1968)). But the Dude is concerned about credit ratings and, in particular, whether he has to disclose them in the prospectus. What do you tell him?

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Consents, Part 2

Posted by L&W Capital Markets Group on April 10, 2012

The Dude is busy unraveling a case of mistaken identity--but he also is taking time to gather more information about consents.

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Consents, Part 1

Posted by L&W Capital Markets Group on March 30, 2012

Your eccentric client Jeff "The Dude" Lebowski is on the line. The Dude's latest venture, a chain of bowling lanes, has taken off, and The Dude is anticipating issues for the IPO. The Dude wants you to prepare him for a meeting with his auditors (and bowling team members), Sobchak & Kerabatsos, to go over some questions about the required auditor's consent for the IPO registration statement.

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Recent Acquisitions by a New Registrant: The Interplay Between Form 8-K and Rule 3-05 for Initial Registration Statements

Posted by L&W Capital Markets Group on March 22, 2012

As we recently discussed, Calvin Coolidge of Green Mountain Capital (your good client) has just acquired Maple Syrup in an LBO. Green Mountain is a private equity firm and Maple Syrup is a privately held corporation. Green Mountain financed the LBO with the proceeds from Maple Syrup's high yield bond offering with registration rights. Maple Syrup is now preparing for the A/B exchange offer.

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Joining the Club: WKSIs Part 2

Posted by L&W Capital Markets Group on February 28, 2012

Judge Smails, Chairman of Gopher Corporation, is on the phone, and he's not happy. Gopher is about to file its Form 10-K, and market volatility has sent Gopher's public float to the subterranean level of about $650 million. Judge Smails blames speculators, short sellers and the loud and obnoxious Al Czervik. "Is Gopher out of the WKSI club?" he bellows. What do you say?

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Joining the Club: WKSIs Part 1

Posted by L&W Capital Markets Group on February 14, 2012

Judge Elihu Smails, the Chairman of the Board of your client, The Gopher Corporation, calls you from the golf course on a beautiful day in April. "I'm here at the back nine at Bushwood Country Club. My grandson Spaulding tells me there is another club Gopher should join--something called a WKSI. What's that all about?"

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Blue Sky Laws

Posted by L&W Capital Markets Group on January 31, 2012

Mark Twain, Securities Guru

As in so many things, Mark Twain put it best: "It ain't what you don't know that gets you into trouble. It's what you know for sure that just ain't so."

One thing some people know for sure is that the state securities or "blue sky" laws are a thing of the past. Well, as Mr. Twain himself might have put it, "the reports of the blue sky laws" death are greatly exaggerated."

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Rule 144A and Registration Rights

Posted by L&W Capital Markets Group on January 19, 2012

In past installments, we addressed the question posed by your good private equity client, Calvin Coolidge of Green Mountain Capital. Green Mountain, a private equity firm, wants to acquire Maple Syrup, a privately held corporation. Green Mountain is contemplating financing the acquisition with borrowings by Maple Syrup under a new sale of high yield bonds.

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13G Valentine's Day Special

Posted by L&W Capital Markets Group on January 05, 2012

Valentine's Day is fast approaching. Fun Fact No. 1: The first recorded association of romance and Valentine's Day dates from the 14th Century (in Chaucer's Parlement of Foules). Fun Fact No. 2:  Under the SEC's rules for beneficial ownership reporting, in addition to buying a card, booking a restaurant, etc., you should be thinking about those Schedule 13G filings, which are due 45 days after the end of the calendar year, or February 14.

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