As Investment Firms Continue to Be Targeted by Email Intruders, Authorities Release Tips to Prevent Intrusions and Mitigate Harm

Guest post by Kristen J. Mathews and Tiffany Quach – Morrison & Foerster LLP

Investment firms, such as private equity firms, venture capital firms and hedge funds, are an attractive target for cyber criminals because they regularly send and receive wire transfers of funds for investments. As a result, they are increasingly being targeted by “business email compromises,” that is, legitimate-seeming phishing emails that are used to gain access to usernames and passwords for the email accounts of firm employees. Once a criminal logs into  an email account using the stolen credentials, the intruder searches for emails about wire transfers, sets up rules for auto-forwarding and auto-deleting emails that meet certain criteria, and leverages delegate and administrator rights to access other email accounts at the same firm for the same nefarious purposes. 

Continue reading

The Educable Entrepreneur

Guest post by Paul Jones of Venture Best

One characteristic most venture investors look for in entrepreneurs is the ability to hear, process and timely respond to new information. Good entrepreneurs know a lot; better entrepreneurs know as well that they don’t know everything.  The very best entrepreneurs are educable: they can live and learn, evolving as the world around (and within) them, and their understanding of those worlds, evolves.

Continue reading

Recent Trends in Shareholder Activism

Guest post by Richard J. Grossman and Alexander J. Berg of Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is continually shifting, and companies’ strategies for dealing with activism should therefore also evolve and adapt.

Continue reading

SEC Proposes Amendments to Modernize Disclosures of Business, Legal Proceedings and Risk Factors

Guest post by Ropes & Gray LLP

On August 8, 2019, as part of its Disclosure Effectiveness effort, the SEC proposed amendments to three discrete Regulation S-K items – business description, legal proceedings and risk factors. The proposed amendments would update the rules to improve disclosures for investors and simplify the compliance efforts of public companies.

Continue reading

Tips for Conducting Effective Due Diligence in an Auction Process

Guest post by Danielle E. Golino of McDermott Will & Emery

In today’s highly competitive healthcare environmentinvestors may find themselves in an auction process where they must conduct due diligence pre-exclusivity. With limited time and mounting pressure, it can be difficult to know what issues to prioritize. Here are some practical tips for focusing your due diligence efforts strategically in a pre-exclusivity setting:

Continue reading

Use of Earn-Outs to “Bridge” the Valuation Gap

Guest post by Jamie Leigh, Ben Beerle, Ian Nussbaum, and Megan Melbourne of Cooley LLP

There’s an old saying, probably at some point attributed to Abraham Lincoln or Einstein, that a bridge shows no allegiance to either side. It’s a wonderful metaphor and one that dealmakers would be wise to remember when working to construct agreements to solve for divergent views on value. What two parties may have initially viewed as a solid foundation, may fail when tested, plunging those parties into the churning waters of judicial scrutiny.

Continue reading