Capital Markets

Private Equity

I’ve been thinking…Just what is meant by the term, Private Equity? The term private equity refers to a pool of capital in financial markets that is privately owned versus publicly owned.  Private equity is also a form of financing used […]

A Deep Dive on Direct Listings

I’ve been thinking…What is a Direct Listing? There are four principal methods for a private company’s shares to trade in the public markets: (1) sell shares to the public through a direct listing process, (2) sell shares to the public […]

A Deeper Dive into Preferred Share Rights in Venture Capital-Backed Firms (VCBFs)

I’ve been thinking…Why do VCs use preferred share rights in negotiating investments in a VCBF? Investing in securities of a startup firm is extremely risky, and the VC funding model has developed a set of strategies that seeks to reasonably […]

A Primer on Pre-Money Value in Venture Capital-Backed Firms (VCBFs)

I’ve been thinking…Just what is the meaning of Pre-Money Value in a VCBF? Pre-Money Value in a VCBF is a measure of value at the time of an investment round.  This measure differentiates between value before and after a particular […]

A Primer on Employee Stock Ownership Plans (ESOPs)

I’ve been thinking…Just what is an ESOP? An ESOP, or Employee Stock Ownership Plan, is a unique, tax-favored employee benefit plan that can be used as an acquisition financing technique in a highly structured M&A transaction designed to provide liquidity […]

A Deeper Dive into High-Yield Debt

I’ve been thinking…Just what are Restricted Payment Baskets and how do they work? In my experience, investors in high-yield debt use a set of negotiated covenants to protect their investment without unreasonably restricting the ability of the debtor to successfully […]

A Primer on Loan Covenants

I’ve been thinking… Just what are loan covenants? In my experience, the nature and extent of loan covenants in a commercial loan are fact-specific and are spelled out in detail in a so-called loan agreement, which is a legal document […]

A Primer on Special Purpose Acquisition Companies (SPACs)

I’ve been thinking…Just what is a SPAC? A SPAC, or Special Purpose Acquisition Company, is a new company formed by an experienced team of executives (called a Sponsor), whose sole intent is to raise equity funds through an IPO to […]

Delaware C-corporations vs. LLCs

I’ve been thinking…Why is Delaware so dominant in chartering limited liability corporations and companies?  This blog analyzes key aspects of Delaware C-corporations versus Delaware Limited Liability Companies (LLCs).  With few exceptions (e.g., super voting shares, staggered boards and outsized Board […]

EU membership: enlarged from 6 to 27 and soon 28

The inception of today’s European Union (“EU”) can be dated from 1957, when the original six countries (Belgium, France, Germany, Italy, Luxembourg and the Netherlands) signed treaties to form a free trade association, which became known as the European Economic […]