A new federal law goes into effect March 29, 2023 that conditionally exempts from broker-dealer registration persons who solely intermediate small, private company M&A deals. Persons who intermediate larger private company M&A transactions will not be eligible for the new
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RIP Non-Competes?
Will employment non-competes soon be banned nationally? Perhaps, if the Federal Trade Commission gets its way. Last month, the FTC issued a Notice of Proposed Rulemaking (the “NPRM”) that would prohibit just about all employment non-competes. The proposal is now
FTX, Sam Bankman-Fried and the Risk of Unchecked Founder Control
“Never in my career have I seen such a complete failure of corporate controls and such a complete absence of trustworthy financial information as occurred here.” Such was the lament of John Ray, the legendary restructuring executive tasked with
“Beyond Redemption”: SPAC Shareholder Redemptions and New Excise Tax Could Lead to Year-End Rush to Close or Liquidate
Just last week, special purpose acquisition company The Music Acquisition Corporation (“TMAC”) called a special meeting of its stockholders. It wasn’t the special meeting it originally envisioned. TMAC was launched in February 2021 by long-time Geffen Records President Neil Jacobson
“So What?”: Twitter Resists Merger Agreement Termination by Invoking Musk’s Unclean Hands
Elon Musk has lobbed in two additional termination letters since his original July 8 letter seeking to terminate his agreement to acquire Twitter for $44 billion. Each termination letter cites alleged false representations and blown covenants by Twitter in the
It’s (Mostly) Good to be the Serial Entrepreneur
Two startups with competing, equally compelling technologies at the same stage of development are pitching venture capital investors for Series A funding. One startup is led by a serial entrepreneur founder, the other by a novice. Assume each will get
Push to Facilitate Liquidity in Private Companies
What do founders, employees and investors in privately held companies all have in common? Limited opportunity to sell their shares. That’s because of various legal, contractual and market factors that impede the sale of such securities, so liquidity is usually
May Elon Musk Terminate his Merger Agreement with Twitter over Spambots?
Another week, another chapter in the Elon Musk-Twitter saga. Last month, Musk posted tweets questioning longtime Twitter claims that automated “spambots” make up fewer than 5% of monetizable daily active users. But on June 6, Musk upped the ante by
Inside the Merger Agreement between Elon Musk and Twitter
In what seems like one of the speediest transaction processes ever for a deal of its size, Twitter agreed on April 25, 2022 to be acquired by Elon Musk for $54.20 per share or about $44 billion. It all started with
Passive Aggressive: Unpacking Elon Musk’s Beneficial Ownership Filings Regarding Twitter, Inc.
Elon Musk’s contentious relationship with the Securities and Exchange Commission is likely to become even more complicated as a result of Mr. Musk’s filings with the Commission to report his recent purchases of shares in Twitter, Inc.
On April 4,