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Latham & Watkins LLP

In 2018, Legal 500 recognized Latham as one of the leading venture capital and emerging companies firms nationwide. Chambers USA 2018 ranked Latham’s startup and emerging companies practice nationwide as well as for venture capital work in Massachusetts and California. Visit LathamDrive – A new site with resources to help emerging companies

Actived: 6 days ago

URL: https://www.lw.com/practices/EmergingCompanies

GUIDE TO ACQUIRING A US PUBLIC COMPANY

In mergers with US public companies, the one‑step transaction structure most often takes the form of a “reverse triangular merger,” which is illustrated below. The reverse triangular merger is the most popular one-step merger structure used in US public company mergers today, particularly for cash transactions.

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Latham & Watkins LLP

Latham & Watkins LLP 1 announced today that it has opened a new office in Austin, Texas — a major hub for emerging companies, technology, life sciences, and private equity in Texas and nationally — and the addition of three new partners, Samer (Sam) Zabaneh, Jenifer Smith, and Scott Craig, who join the Emerging Companies Practice.

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The Latham & Watkins Take-Private Guide: An …

Delaware statutory provisions and case law relevant to acquisitions of public companies incorporated in that state. Take-private transactions are inherently complex due to the number and types of issues and legal considerations implicated. In addition, take-private transactions are …

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Latham & Watkins LLP

Emerging Companies Scholars Program applications will be accepted in our Boston, Century City, Chicago, Los Angeles, and Silicon Valley offices. The IP Litigation Scholars Program gives enterprising US law students a chance to join an all-star team of skilled attorneys focused primarily on complex patent trials, appeals, IPR/CBMs, and related

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DUALLY REGISTERED BROKERS AND ADVISERS

(2) advises certain funds or business development companies, or (3) works in a state that does not register Advisers. 17 C.F.R. § 275.203A-1 (2011). All other Advisers are either subject to state registration systems that have requirements similar to the Advisers Act, or …

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WHEN DO YOU NEED ACQUIRED BUSINESS FINANCIAL …

Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships conducting the practice in France, Hong Kong, Italy, Singapore, and the United Kingdom and as

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Saudi Arabia Issues New Regulations for Companies

Companies Regulations permit the extraordinary general assembly (if the JSC bylaws so specify) to override this pre-emption right and allot the newly issued shares or part of the shares to: (i) employees or (ii) new shareholders, when deemed by the board to be in the JSC’s best interest, and

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US Trade Controls: General Overview for Companies

companies because of their extraterritorial reach, aggressive government enfo and rcement emerging theories of liability for persons and entities with only limited ties to the US. As summarised below, the scope of these US laws and their jurisdictional reach are

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AFRICA IS NOW: The Opportunity for Mid-Sized US Companies

action. Companies take their notebooks but not their checkbooks.” As growth slows in more developed markets, geographic diversification is a logical next step for businesses of all sizes. Many African markets offer attractive opportunities for mid-sized companies, and as an early mover, a …

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The New German Digitalization Act: An Overview

of conduct of companies with “paramount importance for competition across markets” (PICAM). This new power is primarily targeted at large digital platforms and tech companies. However, it is applicable to all companies, B2B, and B2C platforms active on multi-sided markets and networks that have a strong market position on two or more markets.

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Special Purpose Acquisition Companies (SPACs)

SPACs represent an alternative to the traditional IPO, offering a source of financing and an efficient route to go public that may be a better fit for certain companies. SPAC IPO pricing is often simpler on the front end because the value of a SPAC’s shares is equal to the money in its trust. Credible sponsors with significant assets under

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ESG Disclosure Landscape for Banks and Capital Markets in

firms to use best efforts in this regard and, where data is unavailable from investee companies, the expectation is that firms should carry out additional research, cooperate with third party data providers or external experts, utilise proxies or make reasonable assumptions. However, the robustness of those efforts in

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The DIFC Prescribed Company: A Guide to Uses and …

Company. Prescribed Companies (like other Private Companies) have a maximum of 50 shareholders and are subject to more flexible ownership and control requirements. Special Purpose Companies were required to have a board of directors, the majority of whom were provided by a …

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Latham Supports Emerging Companies as a Founding Member of

Latham & Watkins LLP 1 is pleased to announce its role as a founding member of the Open Cap Table Coalition, a cross-industry group that is collaborating to improve the interoperability, transparency, and portability of startup capitalization data. The working group includes major law firms that advise emerging companies, as well as leading software providers.

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Doing Business in Saudi Arabia

Branches of foreign companies in the Kingdom of Saudi Arabia are subject to the provisions of the Regulations for Companies and to the laws and regulations applicable to their activities. A foreign company that opens a branch in the Kingdom of Saud Arabia is required, as is the case with limited liability and joint stock companies, to deposit an

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Passive Foreign investment Companies: Reinterpreting the

lated finance companies may become less attractive to some U.S. investors.8 This article discusses the current state and the evo-lution of, and the possible solution for, the PFIC rules defining nonpassive income in the context of the evolv-ing banking industry. While simply incorporating the AFE into the PFIC rules would be a relatively meas-

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Changes to the Taxation of UK Companies the UK

However, UK companies are generally taxed on dividends received from non-UK shareholdings (subject in certain circumstances to credit for non-UK tax suffered on those dividends). Under the proposed changes, UK companies will, in a wide range of circumstances, no longer be taxed on dividends that they receive, whether paid by UK or non-UK companies.

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MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT …

Companyand other companies in the Seadrill Group in accordance with such agreements and other documentation for payments as shall be in existence from time to time. 3.3.4 Financing The Manager shall assist the Companyin all matters relevant to the financing of the Company’s activities, including the identification of sources of potential

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DOJ Announces Revised Guidance for Corporate Cooperation

companies were forced to undertake overly broad and costly internal investigations of misconduct, particularly in cases involving company-wide violations over an extended period of time. Such efforts provided marginal benefit to the Department’s enforcement efforts, …

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Annual Meeting Handbook

held companies. This handbook is not intended as a substitute for a careful review of the relevant provisions of: the federal securities laws, rules and regulations; the state corporate law applicable to the company; stock exchange or stock market rules and regulations; …

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Environmental Compliance and COVID-19

Companies should review any force majeure provisions in consent decrees, settlement agreements, or orders, which may excuse performance obligations rendered impracticable or impossible by COVID -19-related events. Typically, a force majeure event …

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ESG in Asset Management: A Global Perspective

community has driven companies to make better disclosures in relation to ESG criteria. Concurrently, global regulators are recognising the important role of financial institutions in helping to achieve crucial ESG outcomes by introducing new regulations that place direct obligations on

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Ransomware Attacks: When Is Notification Required

combination with other malicious payloads, companies dealing with a ransomware attack cannot readily assume that the damage is limited to the encryption of data. Careful investigation is needed, by qualified forensic experts, to determine the full scope of the attacker’s activity. At a minimum, it …

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China: NDRC Abolishes Pre-approval Requirement for

Chinese companies that expect to use the proceeds in China may continue to rely on other “soft” credit enhancement techniques, such as the keepwell deed and equity interest purchase undertaking, to support their offshore bond offerings. Under a keepwell deed, typically the onshore parent

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Companies Tap Convertible Debt In Droves Amid Pandemic

companies able to opportunistically raise money on solid terms." The mix of issuers flocking to convertible debt is broader than usual. Young technology and life sciences companies, which need regular capital to fund their growth and offer investors a potentially appreciating stock, typically dominate the convertibles market.

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New Hong Kong Dual-Class and Biotech Companies Listing …

The new listing regime for biotech companies does not materially deviate from the original proposal in the Consultation Paper; however, the Exchange has amended and/or clarified certain points, which include (among others):

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China’s SASAC Releases Guidance on Compliance …

The pilot guidance may help multinational companies address certain challenges they have previously faced when doing business with Chinese SOEs. Key Points: • Following extensive research and consultation, the SASAC has released pilot guidance for Central Enterprises to better comply with local, national, and international laws and regulations in

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All in the Family – Corporate Governance Lessons for

Companies with more robust internal control systems and appropriate duty -sharing between the various governing bodies will be able to navigate difficult periods and better positioned to detect fraud and other breaches. Independent directors (which remain rare for non-listed companies), or recourse to an advisory

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Third-Country Firms Operating Cross-Border Into the EU

new requirements for holding companies) Third-country financial groups that meet the criteria set out in the adjacent column Legislation adopted on 20 May 2019. Existing groups will have until 30 December 2023

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How Final CFIUS Regulations Will Impact Technology

companies. Jurisdictional Limitations . The Final Rules clarify that not all US businesses involved with critical technology are TID US businesses. For example, if a US business produces an item using a critical technology component from a third party,

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Green Bond Impact Reporting Under Securities Law

companies are facing extensive requests for disclosure and reporting on ESG and sustainability factors. Many companies have asked whether disclosing metrics related to sustainability and ESG—including data on greenhouse gas emissions, water usage, and waste prevention—can increase securities litigation risk for issuers and underwriters.

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2020 Bankruptcy Trends And Sectors To Watch In 2021

Though these companies are less directly impacted by commodity price fluctuations, they are still indirectly impacted by production curtailment in the upstream sector and that may result in increased distress in this sector in 2021. Of even graver concern for midstream companies, however, is the possibility of their upstream

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The Impact of Sarbanes-Oxley on IPOs and High Yield Debt

compliance for most U.S. public companies, and the number of U.S. companies reporting material weaknesses declined by 13% in the second year as investments in ICFR paid off. Id. at 6. Among S&P 500 companies in particular, only 11 reported material weaknesses in 2007, suggesting that the burdens of SOX have nonetheless paved the way for signifi -

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Restructuring and Insolvency in the Dubai International

incorporated under the Companies Law (a ‘Company’). In addition, Part 6 of the Insolvency Law contains provisions dealing with ‘recognised’ and ‘foreign’ companies. Where a foreign company (being a Company incorporated in any jurisdiction other than the DIFC) is …

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DEEMED PUBLIC OFFICIALS: A POTENTIAL RISK FOR US …

for companies that have interactions with such organizations—such as those in the pharmaceutical industry—is inviting doctors and academics to conferences and paying for their travel expenses, or giving research grants, which could be viewed as bribes in some circumstances. One group that may seem odd at first glance is driving instructors, who

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Will Foreign-Owned Mining Companies Build Africa’s Rail

Ireland: Historically mining companies have sought to own, control and maintain exclusive use of their rail and port infrastructure projects because it gives them maximum operational flexibility and allows them to achieve operational efficiencies. But faced with increasing pressures from shareholders and demands from governments for an open

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