Blog: I’ve been thinking…

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 […]

Dell’s Special Committee…just doing its job

I’ve been thinking… The end of the “go-shop” period set by Dell’s Special Committee produced two more potential bidders to try to top with “Superior Proposals” the currently accepted offer of $13.65/share from Michael Dell and Silver Lake Partners. Blackstone’s […]

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 […]

A look back at the Euro

On January 1, 2014, the 17 so-called Eurozone countries, the member states of the European Union (“EU”) that have adopted the euro as their sole currency, will add Latvia as their 18th member.  The introduction of the euro became a […]

News Corp…spinoff with a twist

I’ve been thinking…Months before the Time Inc. spinoff was announced, Robert Murdoch’s News Corp was well underway to spinoff its publishing assets, which include such name brands as The Wall Street Journal, The Times of London and book publisher HarperCollins.  […]

Time Inc. spinoff

I’ve been thinking…Just weeks ago, Time Warner gave up trying to sell a portfolio of its magazines to Meredith Corp and decided instead to spinoff to its existing shareholders the entire Time Inc. operation.  The proposed spinoff follows the successful […]