NASDAQ And NYSE American Shareholder Approval Requirements– Change Of Control

Guest post by Laura Anthony, Esq., Anthony L.G., PLLC

Nasdaq and the NYSE American both have rules requiring listed companies to receive shareholder approval prior to issuing securities in an amount of 20% or more of their outstanding common stock or voting power or prior to completing transactions which will result in a change of control of the company.  Nasdaq Rule 5635 sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings (see HERE related to Rule 5635(d)).  NYSE American Company Guide Sections 711, 712 and 713 have substantially similar provisions.

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The Evolution of Alternative Family Capital

Guest post by Ryan D. Harris, P.C., Jeffrey B. Kaplan, P.C., Cole Parker, David H. Stults of Kirkland & Ellis LLP

Family offices and other types of family investment vehicles are more frequently seeking new ways to invest and manage family capital, including ways to leverage outside capital. While there is no single solution that is appropriate for every family office, traditional models are increasingly evolving into new and unique structures.

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