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Whitepapers and Advisories

Whitepapers:

Raising Capital: Deal Points Series

• Raising Capital through Private Placements: Deal Points (September 2022)
• Raising Capital through Private Placements Exemption Chart (September 2022)
• Public or Private: When Should a Company Go Public and When Should It Stay Private?
• SPACs: An IPO and Private Equity Alternative: Deal Points

Mergers & Acquisitions: Deal Points Series

• Mergers & Acquisitions I: Overview and Transaction Types: Deal Points
• Mergers & Acquisitions II: Tax Structuring Considerations: Deal Points
• Mergers & Acquisitions III: Acquisition Consideration: Deal Points
• Mergers & Acquisitions IV: Preliminary Documentation: Deal Points
• Mergers & Acquisitions V: Stock Purchase Transactions: Deal Points
• Mergers & Acquisitions VI: Asset Purchase Transactions: Deal Points
• Mergers & Acquisitions VII: Mergers: Deal Points
• Mergers & Acquisitions VIII: Antitrust Merger Control & Clearance: Deal Points
• Mergers & Acquisitions IX: Intellectual Property Issues: Deal Points

Other Whitepapers

• Restructuring a Multinational Corporation to Optimize Profitability and Efficiency: A Case Study
• An International Joint Venture Agreement Checklist: Deal Points
• Special Purpose Vehicles: Uses and Abuses
• Using Wyoming’s Crypto/Digital Assets and DAO Laws
• Biotechnology, Pharmaceutical and Chemicals Master Distribution Agreement Term Sheet: Deal Points
• Resales of Restricted Securities: Deal Points
• Powersharing: Allocating Rights and Responsibilities Early in Company Life to Avoid Trouble Later and Create a Viable Investment Vehicle
• Rule 701 Amendment Encourages Stock Option and other Equity-Based Compensation Plans
• U.S. Communications Law and Transactions

Legal and Regulatory Advisories:

• FCC Chair Announces New Space Bureau
• U.K. Competition Authority Launches Phase 2 Review of Viasat-Inmarsat Merger
• FCC Adopts Mandatory 5 Year Satellite De-Orbiting Rules
• Orbital Debris Remediation Actions
• FCC Opens Proceeding on Innovation and Transformation in the Space Economy
• FCC Denies SpaceX Starlink $885.5 Million in Rural Broadband Subsidies
• Second Bipartisan Senate Bill on Crypto/Digital Assets Introduced
• FTC Sues Facebook Parent Meta to Block Virtual Reality Acquisition
• Eutelsat and OneWeb Agree to $3.4 Billion Merger
• SEC Charges Former Coinbase Manager with Crypto/Digital Assets Insider Trading
• Musk Pulls Out of Twitter Deal
• EU to Modify IPO Rules to Attract Deep Tech Startups
• EU Reaches Provisional Crypto/Digital Assets Directive Deal
• DoJ Sues to Block Acquisition of Defense/Intelligence Contractor
• Bipartisan Senate Bill on Crypto/Digital Assets Introduced
• FTC Fines Twitter $150 Million over Deceptive Account Data Use
• Twitter Counters Elon Musk Takeover Offer with a Poison Pill
• SEC Proposes New Rules to Enhance SPAC Disclosure and Investor Protection
• U.S. Executive Order Issued to Develop Cryptocurrency/Digital Asset Regulatory Framework
• U.S. – E.U. Russia Sanctions and their Impact
• SEC Proposes New Rules to Protect Private Fund Investors
• SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting
• SEC Rule 148: The New Exception to the General Solicitation or Advertising Prohibition When Raising Capital Through Private Placements
• FTC Announces 2022 HSR Reporting Thresholds
• FTC and DoJ Launch Effort to Restrict Anticompetitive Mergers
• Stablecoin Regulatory Oversight Urged by U.S. Report
• FTC Restores Restrictive Prior Approval Merger Review Policy
• SEC Charges Crowdfunding Issuer and Portal for the First Time
• Global Minimum Corporate Tax Rate Agreement Reached
• FTC Sets Ambitious M&A Enforcement Agenda
• SEC Charges Three Companies $539 Million for Illegal General Solicitation
• FTC Warns on Use of Debt Retirement to Avoid HSR Filings
• SEC Charges Space Transportation Company SPAC
• SEC Charges U.S. Promoters of $2 billion Global Cryptocurrency Lending Unregistered Securities Offering Scheme
• FTC Lowers 2021 Hart-Scott-Rodino Reporting Thresholds
• SEC Adopts Major Exempt Securities Offering Rule Amendments
• Does Covid-19 Provide a Material Adverse Effect Excuse from Completing a Merger?
• Update to SEC Proposed New Exempt Offering Rules
• Regulation Crowdfunding Temporary Liberalization Rules Ease Capital Raising
• CARES Act Provisions for Business Relief
• Force Majeure Clauses and the Covid-19 Pandemic
• SEC Proposes New Exempt Offering Framework Harmonization and Simplification Rules
• FCC Authorizes Incentive Payments to Satellite Operators Ahead of 5G C-Band Auction
• SEC Proposes Simplified MD&A Disclosure Requirements
• SEC Proposes Accredited Investor and Qualified Institutional Buyer Amendments
• CFIUS-FIRRMA Proposed Regulations Expand U.S. Scrutiny of Cross-Border Deals
• FCC Releases Proposed New Smallsat Licensing Rules
• SEC Seeks Public Comment on Revising and Harmonizing Securities Exempt Offering Regime
• SEC Adopts Simplified Disclosure Requirements
• Google Fined €50 Million by French Authorities for GDPR Violations
• Tax-Influenced Strategies for End-of-Year Deals

Deal Points Short Takes:

• Deal Points Short Takes 2021.05: Find a Counterparty Insider
• Deal Points Short Takes 2021.04: Don’t Break the Camel’s Back in Negotiations
• Deal Points Short Takes 2021.03: Allocate Rights and Responsibilities Early
• Deal Points Short Takes 2021.02: Use a Private Placement Memorandum
• Deal Points Short Takes 2021.01: Use Other Parties’ Deal Leverage

Political and Social Advisories:

• France Votes 2022: Presidential Election Results and Implications
• Canada and Germany Elections Review
• Biden Begins: What to Expect from the New Administration
• US 2020 Election: Results and Analysis
• UK Election Results and Brexit Implications
• German Legislative Elections Results and Implications
• Change Comes to France: French Legislative Election Results and Implications
• Brexit Begins