Insights
Five Trends Shaping US Infrastructure Transactions
Hong Kong Stock Exchange Publishes Phase 2 Consultation Paper on Competitiveness Review of Listing Framework
European Commission Proposes Mandatory Sustainability Label for Data Centres
Resource
The Latham US IPO Guide
An insider's guide to the IPO process in the United States.
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.
Bleed Off
not just what happens to the oil and gas industry when commodity prices hit rock bottom. The process of slowly Venting fluid from a vessel or system in order to equalize or relieve pressure from the vessel or system, and make the next phase of the operation possible. This process is often used at the end of a high-pressure test / treatment.
Parent
the main document in a Family (typically a cover email). Children are attached to Parents to comprise a single Document Family.
Forum Shopping
the process of selecting the most advantageous forum in which to commence legal proceedings in circumstances in which there is a choice.
Makeup Well
a new Production Well that allows the well-field capacity to meet or exceed the power generation equipment capacity. The power generation capacity of a geothermal power facility is a function of both its equipment and its Production Wells (and also its Injection Wells, which could create a bottleneck). Production Well temperature and/or flow can degrade over time, resulting in non-optimal use of the equipment capacity, hence the need for a Makeup Well.
Preemptive Rights
the rights given to existing Stockholders to have first refusal on the transfer of existing Shares or the issue of new Shares by a company. In Startups, these rights are typically given to Preferred Stockholders in a Preferred Stock Financing and are found in the Investor Rights Agreement. Okay, technically Preemptive Rights in Delaware can only exist in the Charter, but these rights are the contractual equivalent and generally people still (incorrectly) refer to them as Preemptive Rights. This is a Book of Jargon after all, so who are we to correct them?
In each episode of Connected With Latham, we discuss ideas, developments, and trends shaping the global economy.
IRS Issues 45Z Tax Credit Notice and DOE Updates 45ZCF-GREET Model
New IRS guidance and updated modeling reshape Section 45Z eligibility, emissions calculations, feedstock rules, and compliance obligations for clean fuel producers.
SEC Proposes Modernizing Transfer Agent Infrastructure, Including Framework for Tokenized Securities
The proposed amendments would strengthen existing transfer agent compliance, risk management, and safeguarding standards; permit the use of distributed ledger technology for recordkeeping; and introduce certain new gatekeeper obligations.
US Banking Regulators Finalize Rule on Material Risks
The joint final rule narrows the basis for enforcement actions and MRAs to practices that pose material financial risk or constitute actual violations of law.
IRS Proposal Would Tie Tax-Exempt Status to Expanded Racial Nondiscrimination Policies in Private Schools
The proposal would expand the conditions for maintaining Section 501(c)(3) status and eliminate existing exceptions for certain race-conscious programs.
SEC Proposes Tailored Exemptions for Cryptoasset Offerings
The Proposal would establish two offering exemptions, a conditional safe harbor for investment contracts and broad preemption of state securities laws registration and qualification requirements.
No Privilege for Funder Diligence: The English Commercial Court Differentiates Between Funding Litigation and Conducting It
The English Commercial Court judgment in White v. Uber London Ltd underlines the distinction between funding litigation and conducting litigation, highlighting the disclosure risks arising from investigatory materials created in connection with prospective litigation.
Cryptoasset Lending in the Gaps: MiCA, ESMA Q&A 2883, and the Regulatory Future of Cryptoasset Lending
Recent developments signal that the regulatory treatment of cryptoasset lending may be shifting.
Crypto Vaults: US Regulatory Considerations
Crypto vaults are drawing regulatory attention, with a recent statement by SEC Commissioner Hester Peirce addressing the application of federal securities laws to these structures.