Business and Securities

Private funds, SEC rules, SPACs, antitrust, and contracts under stress, from force majeure to bankruptcy mothballing.

5:14

Brief

Private Equity Fundraising Mistakes

General solicitation, accredited investors, and the media missteps that can stall a private fund raise.

3:41

Brief

Legally, what makes private equity different?

The securities law exemptions that let private equity funds raise money and operate outside SEC registration.

20:15

Brief

New SEC Marketing Rule explained

What counts as an advertisement, the general prohibitions, performance rules, and paid promoters.

3:52

Brief

The 2020 SEC Examination Priorities Relevant to Private Funds

Compliance culture, MNPI, conflicts, fees, and data security: what SEC examiners targeted in 2020.

10:55

Brief

SEC 2022 Risk Alert for Private Funds

LPAC consents, fee step-downs, recycling, marketing, due diligence, and hedge clauses in SEC exams.

11:51

Brief

When is alt data illegal?

When alt data becomes MNPI, the App Annie case, web scraping, and the SEC policies rule for funds.

11:23

Brief

SPACs – Trends and Structure after Tontine

How SPACs work, why Pershing Square Tontine broke from the standard sponsor deal, and SPACs vs. IPOs.

5:26

Brief

The Poison Pill Explained

How a shareholder rights plan dilutes a hostile bidder, how fast a board can adopt one, and why pills exist.

18:25

Brief

Ohio v. Amex

How the Supreme Court's two-sided market ruling reshaped antitrust market definition for platforms.

12:07

Brief

The Failing Firm Defense

When can a struggling company's sale to a rival survive antitrust review? The failing firm defense explained.

7:13

Brief

Standard Essential Patents

How patents become essential to standards like Wi-Fi and 5G, and why FRAND terms and patent pools matter.

6:06

Brief

FTC Act Section 5 Unfairness Balancing Test

Why a leading privacy scholar argues the FTC's unfairness test lets substantial consumer harm slip through.

5:23

Brief

Is COVID-19 a Force Majeure Event?

How force majeure clauses are drafted, read narrowly by courts, and applied to a pandemic

4:18

Brief

COVID-19 Contract Defenses

Force majeure, impossibility, and frustration of purpose: when a crisis can excuse a contract.

10:54

Brief

Material Adverse Effects after COVID-19

How AB Stable v. MAPS reshaped MAE clauses and ordinary-course covenants in M&A agreements after COVID-19.

4:08

Brief

Termination for Bankruptcy Myth

Why contract clauses letting a party terminate on bankruptcy or insolvency usually fail in Chapter 11.

6:20

Brief

What Is Bankruptcy Mothballing?

How bankruptcy courts let retailers pause Chapter 11 cases and defer rent during the COVID-19 shutdowns.