Words of Wisdom

Financial Statements for an Acquired Business: What to Include in Your Prospectus

Posted in Financial Statement Requirements, M&A Issues

Frankie, recent heir to Brooklyn Hipster Butcher Company, has decided to take his company public.  While preparing the registration statement for the IPO, Frankie wonders whether a small processing plant he purchased 80 days ago constitutes as a significant acquisition. Continue Reading

8 IPO Market Trends in Honor of the JOBS Act’s Second Anniversary

Posted in Initial Public Offerings

Two years ago, the JOBS Act became law. Title I of the JOBS Act significantly changed the IPO playbook, creating a new category of issuer called an emerging growth company (EGC) and rewriting the rules for EGC IPOs. We discuss the JOBS Act’s changes to the IPO process in this post

Building on our first-anniversary JOBS Act report on initial trends observed and lessons learned, Latham has conducted another detailed analysis of EGC IPOs, this time taking a close look at nearly 250 EGCs that priced a US IPO in the past year.

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Margin Call, Part Three: Advanced Regulation U Issues

Posted in Other

In the last installment on the US margin regulations, we touched on the building blocks of Regulation U, which prohibits a bank or a non-bank lender (who is not a broker-dealer) from extending “purpose credit” that is “secured directly or indirectly” by “margin stock,” in an amount that exceeds the “maximum loan value” of the collateral securing the credit. In this installment, we will examine some other key concepts and highlight where Regulation U issues can arise in practice.

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Margin Call, Part Two: Regulation U Basics

Posted in Other

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.

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Stayin’ Alive No Longer: All About Disco Ops

Posted in Financial Statement Requirements

To the dismay of those with fond memories of the 70s, when it comes to accounting, disco ops have nothing to do with dancing.  Rather, disco op is shorthand for a discontinued operation.  A discontinued operation implicates a number of accounting and disclosure rules that govern how a company must report a discontinued operation in its periodic reports and in any offering document.

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Don’t Jump the Gun! Navigating the Complex World of Offers

Posted in Initial Public Offerings, Other

It’s a hardy perennial – your IPO client has developed the Next Humongous Thing and wants to shout about it from the rooftops.  Can it?  How about plastering things all over social media or even the Super Bowl at halftime?  Latham’s guide helps you navigate the law and lore of offers.

Margin Call: The Basics of the US Margin Regulations

Posted in Other

Your issuer client is getting ready to launch a high-yield debt offering. When you get to the office and check your messages, you learn that your client has a couple of questions about the representation in the purchase agreement that addresses Regulations T, U and X of the Board of the Federal Reserve. These regulations are generally collectively referred to as the margin regulations. Did you just receive a “margin call?”

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