Taking Another Look at Virtual Stockholder Meetings as the Coronavirus COVID-19 Outbreak Spreads

Guest post by Lisa R. Stark, Sean M. Jones and Sara M. Kirkpatrick of K&L Gates LLP

As proxy season rapidly approaches and concern over the Coronavirus Disease 2019 (COVID-19) increases, U.S. public companies have been weighing risks associated with holding in-person annual stockholder meetings. While the vast majority of U.S. public companies continue to hold annual stockholder meetings at a physical location, in light of the COVID-19 outbreak, many corporations are now considering whether to hold the meeting solely by means of remote communication or to hold a hybrid meeting whereby stockholders may choose to participate either in person or remotely. Notably, on March 3, 2020, Starbucks changed its annual meeting of stockholders from a meeting held at a physical location to a virtual-only meeting due to concerns over the COVID-19. Additionally, on March 4, 2020,The Bank of New York Mellon Corporation noted that as part of its precautions, it was planning for the possibility that its annual meeting may be held solely by means of remote communications.

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25 Considerations in Preparing for an IPO

Guest post by Eric Jensen of Cooley GO

1. Advisors

Choose experienced advisors early, including attorneys and auditors. Advisors who work with the SEC and investment bankers regularly will expedite the process and help avoid glitches and delays in your SEC review. Speed matters. Execution is critical.

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The Direct Listing Craze

Guest post by Cooley GO

2019 marked the rise of the Direct Listing. Though they are not exactly new structures, following the heavily-publicized Direct Listings of tech giants Spotify and Slack, they have captured the imagination of the capital markets world. Venture capitalists love them. CFOs are intrigued by them. Bankers want to hang out with them. Securities lawyers are fearless of them. And, accountants, well, they mostly roll their eyes at them. They are everywhere. Howling in the hills, whispering in the wind, psst!’ing from hastily revised pitch books. If you want to get into a Direct Listing seminar, you have to call on Tuesday morning between 9 and 9:15 am, at least a month out. The point is that Direct Listings are kind of a big deal.

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Private Equity Firms with Health Care Investments Should Protect Themselves from Potential False Claims Act Liability Following Medrano Settlement

Guest post by Susan M. Hendrickson of Dechert LLP

The Department of Justice (“DOJ”) on September 18, 2019, announced a $21.36 million settlement with compounding pharmacy Patient Care America (“PCA”), two PCA executives, and private equity firm Riordan, Lewis & Haden, Inc. (“RLH”), controlling owner of PCA. The settlement resolves the government’s False Claims Act (“FCA”) and Anti-Kickback Statute (“AKS”) allegations against the parties, and, significantly, marks the first time the government has named a private equity firm as a defendant in an FCA matter.

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