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Demystifying Spinoffs: Complex “IPOs” With a Sophisticated Tax Overlay

Key considerations when spinning off a business segment or division.

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Latham in Focus Video Series

Latham In Focus: Recapitalization Opportunities in Real Estate

In this episode of Latham in Focus, New York partner Michael Haas discusses recapitalization in real estate and how it presents opportunities for investors in distressed assets to find liquidity, preserve equity, or increase debt capacity, and provides opportunities for new investors to join with existing sponsors.

Latham in Focus: Energy & Infrastructure — Navigating the FCPA Enforcement Pause

In this episode of Latham in Focus, Daniel Dominguez, Local Co-Chair of the Litigation & Trial Department in the Washington, D.C. office, discusses the implications of the US government’s pause on Foreign Corrupt Practices Act enforcement for energy and infrastructure companies, and offers strategies for preparing for potential regulatory changes.

Latham in Focus: Energy & Infrastructure — Investing in Europe’s Data Center Boom

In this episode of Latham in Focus, Alexander “Stefan” Rieger, Regional Chair of the Corporate Department in Continental Europe, outlines key considerations for investors entering Europe’s data center market and highlights major investment opportunities in the region.

Latham in Focus: Energy & Infrastructure — What’s New in Energy Debt Finance?

In this edition of Latham in Focus, Houston partner Craig Kornreich takes stock of the trends in energy debt finance, ranging from the growing list of sources of capital to the enhanced ability to pivot between products such as cash flow, asset-based lending, private credit, and bridge debt.

Latham in Focus: Energy & Infrastructure — Transfer Bridge Loans

In this episode of Latham in Focus, partner Kelly Cataldo explains how transfer bridge loan (TRABL) facilities can bridge capital needs during construction and before payment for tax credits, as well as certain emerging terms as the market develops.

Latham in Focus: Emerging Companies & Growth — Growth vs. Traditional Financings

In this edition of Latham in Focus, Houston counsel Benjamin Gelfand walks through how growth companies’ focus on market share before profitability affects financing structures, and how the array of products available to lenders differ from traditional financings.

The Book of Jargon Series – Word of the Day®

The Book of Jargon® is a series of practice area and industry-specific glossaries published by Latham & Watkins.

Book of Jargon Emerging Companies
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Book of Jargon Restructuring & Special Situations
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Book of Jargon European Capital Markets & Bank Finance
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Book of Jargon Emerging Companies
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Book of Jargon International Arbitration
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Pre-Seed Financing

The Book of Jargon® – Emerging Companies

a relatively new investment choice, typically in the six-figure or lower realm, that some Startups complete after or concurrent with the Friends and Family Round and before Seed Capital is raised. With some Seed Capital Investors raising larger amounts for larger Financings, Pre-Seed Financing is becoming more common.

Word of the Day®

Sandbagging

The Book of Jargon® – Restructuring & Special Situations

A reference to financial forecasts and business, the suggestion that numbers have been artificially made worse for an interested party’s self-serving purpose. See also Kitchen-sinking.

Word of the Day®

Early Bird Fee

The Book of Jargon® – European Capital Markets and Bank Finance

from the common phrase "the early bird catches the worm" and used to signify a payment or fee made to those quick off the mark. For example, in the context of an amendment, the Issuer/Borrower could structure the fees offered such that any Lender or Bondholder who agrees to the amendment within a short period of time following the Borrower's or Issuer's request receives an additional fee compared to Lenders or Bondholders accepting later.

Word of the Day®

Redemption Rights

The Book of Jargon® – Emerging Companies

the right to Redemption held by certain Stockholders as set forth in a corporation’s Charter. This right is often negotiated for in connection with a Preferred Stock Financing, but is becoming less common of late (and is rarely seen in West Coast VC Financings).

Word of the Day®

Orange List

The Book of Jargon® – International Arbitration

non-exhaustive enumeration of specific circumstances that may give rise to doubts about an Arbitrator’s Impartiality or Independence in the IBA Guidelines on Conflicts of Interest in International Arbitration.

Word of the Day®

In each episode of Connected With Latham, we discuss ideas, developments, and trends shaping the global economy.

Listen here or subscribe via Apple Podcasts, Spotify, or anywhere else you listen to podcasts.

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