Another week, another chapter in the Elon Musk-Twitter saga. Last month, Musk
posted tweets questioning longtime Twitter claims that automated “spambots” make up fewer than 5% of monetizable daily active users. But on June 6, Musk upped the ante by having his lawyers at Skadden send a demand letter to Twitter reiterating his demand for
Inside the Merger Agreement between Elon Musk and Twitter
In what seems like one of the speediest transaction processes ever for a deal of its
size, Twitter agreed on April 25, 2022 to be acquired by Elon Musk for $54.20 per share or about $44 billion. It all started with Musk disclosing on April 4 that he had taken a 9.2% stake in Twitter,
Passive Aggressive: Unpacking Elon Musk’s Beneficial Ownership Filings Regarding Twitter, Inc.
Elon Musk’s contentious relationship with the Securities and Exchange Commission is
likely to become even more complicated as a result of Mr. Musk’s filings with the Commission to report his recent purchases of shares in Twitter, Inc.
On April 4, 2022, Elon Musk filed a Schedule 13G with the SEC to report his ownership of
Protecting the Protected: SEC Proposes New Safeguards for Private Fund Investors
The Securities and Exchange Commission just proposed new rules to protect
investors in private investment funds. The proposed rules would require private fund advisers to disclose certain information and avoid certain practices. But these retail-like protections for private fund investors seem inconsistent with the long-held belief that such investors can fend for themselves. The proposed
Venture Capital Set Records in 2021, Faces Headwinds in ’22
2021 was a spectacular year for the American venture capital ecosystem, with VC
investments, fundraising and exits all setting new highs. That according to the latest PitchBook-NVCA Venture Monitor, the self-described definitive review of the U.S. venture capital ecosystem. Nevertheless, it is difficult to predict how 2022 will turn out for the VC industry,
Course Correction: Why “Ordinary Course” Covenants in Acquisition Agreements Should be Drafted Carefully
Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing that forces the target company to take emergency remedial measures outside its ordinary course, even if consistent with industry practice under the circumstances? This became a pressing issue during the early months of the COVID-19
Comments from the SEC(nut) Gallery: SEC Comment Letters Focus on SPAC Conflicts of Interest
Ever since the SPAC market exploded in late 2020 and early 2021, the SEC has sounded
alarm bells through investor alerts, staff statements and public comments. In March of 2021, it warned investors not to invest in SPACs just because of celebrity endorsements. In April, an SEC staff announcement said SPACs needed to account for
Crypto Reform Goes to Congress: Proposed Three-Year Safe Harbor for Distribution of Pre-“Network Maturity” Digital Tokens
Background: Crypto Catch 22
Followers of the SEC’s efforts to regulate digital tokens will recall former SEC Corp Fin
Director William Hinman’s speech at the June 14, 2018 Yahoo Finance Conference in which he introduced the now generally accepted proposition that a digital asset could originally be deemed a security while its network is being
Series LLCs, Serious Risks
Lately I’ve been approached by clients and potential clients about series LLCs, so I thought it would be worth blogging about. Basically, a series LLC is an LLC that may create one or more series, each generally having separate assets and liabilities, similar to having separate entities except without the expense and administrative burden of
“Do Your Homework!”: SEC Order Sends Strong Message to SPAC Participants on Due Diligence
The Securities and Exchange Commission announced on July 13, 2021 that it settled fraud charges against a special purpose acquisition company, its sponsor, its sponsor’s CEO and its proposed merger target for making misleading statements about the target’s technology and national security concerns. Charges against the target’s CEO are proceeding. The settlement order imposes