Insights
Can Lenders Stay in the Driver’s Seat? The Enforceability of Make-Whole Premiums in Bankruptcy
FCA Sets Out Next Steps on Its Approach to Non-Financial Misconduct
A Giant LEAP Forward: Hong Kong Consults on Crypto Dealing and Custody
Resource
Demystifying Spinoffs: Complex “IPOs” With a Sophisticated Tax Overlay
Key considerations when spinning off a business segment or division.
Latham in Focus Video Series
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.
Cryptojacking
a form of cyberattack in which the attacker obtains unauthorized access to a computer in order to secretly Mine Cryptocurrency
Pre-Seed Financing
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.
Sandbagging
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.
Early Bird Fee
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.
Redemption Rights
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).