Words of Wisdom

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The Latham US IPO Guide – An Insider’s Guide to the IPO Process

Your tech startup, Input Process Output, Inc., is wildly successful. Everyone is telling you it’s time to start thinking about taking IPO public, but how do you know whether it’s the right move? The Latham US IPO Guide explains what you need to know about how to plan and execute a successful IPO in a … Continue Reading

Margin Call, Part Two: Regulation U Basics

Because the vast majority of “margin calls” you are likely to get will arise under Regulation U in the context of a financing transaction by a bank (or in some cases, a non-bank lender), the ability to identify margin regulation issues in financing transactions requires a familiarity with the fundamental building blocks of Regulation U.… Continue Reading

Finders Are Not Always Keepers!

Your good client, Avery Phillips, Chairman of the Board, calls you because he is considering engaging a friend, Tepper, to identify potential investors for his company. Phillips explains that Tepper has extensive business contacts and that he we would be willing to pay Tepper a fee equal to 1% of the total investments introduced through … Continue Reading

Remember Reg M!

Although it consists of only six rules, Reg M is deceptively complex.  Issuers and underwriters need to pay close attention to Reg M and its exemptions in connection with any securities offering.  Latham explains the ins and outs of Reg M and provides answers to a number of Reg M-related FAQs.… Continue Reading

Blue Sky Laws

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 … Continue Reading

2001: A Securities Odyssey

Today we look at some registration issues that may arise when a company issues convertible securities or warrants. Registering the issuance of underlying securities You get a call from Dr. Heywood Floyd, General Counsel of your good client 2001 Corporation.  He tells you that 2001 is planning an issuance of common stock purchase warrants, and … Continue Reading

The Hitchhiker’s Guide to Regulation M: Part 2

This is the second installment in a three-part series on Reg M.  In this entry, we discuss the exceptions to Reg M’s prohibited activities. Part II:  Excepted activities and excepted securities When we last left Arthur Dent, General Counsel of our good client H2G2, Inc., H2G2 was planning an offering of its securities through its … Continue Reading

“Get Smart” on the NYSE & Nasdaq Shareholder Approval Rules For Securities Offerings

Your phone rings.  It is Maxwell Smart, General Counsel of your client, CONTROL, Inc.1 He’s calling on the shoe phone, and the reception is pretty poor.  All you hear is something about an “issuance of new securities” and “do we need shareholder approval?” before the line goes dead. We want you to be prepared when … Continue Reading

The Odd Couple

Today we look at two topics that, while not closely tied together in subject or analysis (ok—not tied together at all), highlight a few points raised in recent questions. Purchases of Shares by Company Insiders in Equity Offerings You are working on an equity offering. Oscar Madison, the CEO, thinks so highly of the company … Continue Reading

Mind Your Non-GAAP Measures

Many companies use non-GAAP financial measures in SEC filings and other public disclosures.  Latham has summarized the SEC’s latest guidance on the use of non-GAAP performance measures such as EBITDA and Adjusted EBITDA.  We also provide a template for reconciling Adjusted EBITDA to net income and sample disclosure to include when using non-GAAP measures in … Continue Reading