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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.

B Reorg

a Stock-for-Stock Acquisition treated as a Tax-Free Reorg under Section 368(a)(1)(B) of the US Internal Revenue Code if, among other things, the acquiring corporation exchanges solely its own voting Stock (or voting Stock of its 80 percent Parent) for 80 percent of the combined voting power and 80 percent of the total number of Shares of all Classes of a of a Target corporation’s non-voting Stock

Word of the Day®

Markman

a pretrial hearing conducted by the district court for the purposes of Claim Construction. The district court hears evidence and arguments about how to interpret key claim language. Also referred to as a Claim Construction hearing.

Word of the Day®

Delay and Pray

A variation on the predominant means of restructuring in some countries, in which the maturities of debt instruments are extended through out-of-court agreements, without deleveraging of the company or formulation of a business plan and financial projections that would lead to repayment or refinancing of debts; see Amend and Extend and Amend and Pretend.

Word of the Day®

Maturity Date

generally, in the Startup context, the date on which a Convertible Promissory Note or other Debt outstanding must be repaid in full.

Word of the Day®

Points to Consider (PTC)

documents issued by the FDA that are not necessarily regulations or guidelines, but represent the thinking of the FDA at a certain point in time. Points to Consider can serve to clarify FDA thinking with regard to different topics such as processes, policies and procedures.

Word of the Day®

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