May 12 lecture by Keith Townsend, King & Spalding, covering Special Purpose Acquisition Company (SPAC) dynamics, for the mHealth Israel community. The lecture incluces public company considerations, SPAC Targets, SPAC Execution and Process, sample term sheet, securities law, considerations / differences for SPACs, etc.
SPACs: An Alternative Way to Access the Public Marketsrberger11
Companies are increasingly going public by merging with Special Purpose Acquisition Companies (SPACs), which are publicly traded pools of capital formed for the sole purpose of merging with an operating company.
VC firms operate as buy and sell companies that aim to maximize returns. They must excel at sales and networking with various stakeholders to create value through their portfolio companies. Key aspects of their operational model include maximizing high-quality deal flow, adequately funding and staffing companies, helping companies focus and execute, and funneling companies into the right exit opportunities through strategic syndication and building relationships with potential acquirers and later-stage investors. Success requires strong capabilities in sourcing deals, venture building, and managing networks to guide portfolio companies through different exit funnels.
Key Takeaways:
- Meaning of SPAC and its History
- Process and Perspective of US Concentric SPAC IPOs
- Study of Pershing Square Tontine Holdings SPAC IPO
- SPACs in Other Jurisdictions
Impact Investing Masterclass – Deck for Future VC 2021Dama Sathianathan
Here's my deck all about impact investing used in the Future VC Masterclass, providing new talent breaking into VC with an overview of what impact investing is and how it applies to the venture capital industry.
TYCO ACCOUNTING SCANDAL OF 1990s - & its Consequences.pdfmoher22734
• Tyco Inc. was founded in 1960 by Arthur J. Rosenburg
• It is a diverse producing and serving corporation which was initially supported by government research & defense contracts
• It became a publicly owned company in 1964
• It launched its IPO in 1974 and got Listed on NYSE in 1974
• Between 1982 and 2000 it undertook several subdivisions. Tyco has done business in over 1000 locations in 50 countries and hires 69,000 employees around the world.
• Tyco had made numerous acquisitions over the years, including 40 acquisitions since the 1980s and has numerous companies among the Fortune 500
• The firm's revenue increased exponentially from $3.1 billion in 1992 to over $40 billion in 2004, with the firm's market value estimated at over $100 billion
How did the Scam happen
• According to the Tyco Fraud Information Center, an internal investigation concluded that there were accounting errors, but that there was no systematic fraud problem at Tyco.
• Tyco's former CEO Dennis Koslowski, former CFO Mark Swartz, and former General Counsel Mark Belnick were accused of giving themselves interest-free or very low interest loans (sometimes disguised as bonuses) that were never approved by the Tyco board or repaid.
• Some of these "loans" were part of a "Key Employee Loan" program the company offered. They were also accused of selling their company stock without telling investors, which is a requirement under SEC rules
• Koslowski, Swartz, and Belnick stole $600 million dollars from Tyco International through their unapproved bonuses, loans, and extravagant "company" spending.
• Rumors of a $6,000 shower curtain, $2,000 trash can, and a $2 million dollar birthday party for Koslowski's wife in Italy are just a few examples of the misuse of company funds.
• As many as 40 Tyco executives took loans that were later "forgiven" as part of Tyco's loan forgiveness program, although it was said that many did not know they were doing anything wrong.
• Hush money was also paid to those the company feared would "rat out" Kozlowski.
• In 1999 the SEC began an investigation on accounting of acquisitions, including "spring-loading"- underreporting preacquisition earnings of an acquired company. However SEC took no actions.
• In January 2002, a tip drew attention to a $20 million payment made to Tyco director Frank Walsh, Jr which was later explained as a finder's fee for the Tyco acquisition of CIT.
• In June 2002, Kozlowski was investigated for sales tax evasion on $13 million in artwork that he had purchased with company funds. Post that, Kozlowski resigned from Tyco "for personal reasons"
• Kozlowski, Swartz, and Bolnick were charged for failure to disclose information on their multimillion dollar loans to shareholders.
• The SEC asked them to restore the funds in form of undisclosed loans and compensations.
Consequences of the Scam on:
• The Company
The foremost and major challenge faced by the company was the loss that was incurred because of the whole scam.
How to conduct a successful board meetingMMMTechLaw
This document provides guidance on conducting successful board meetings. It recommends planning meetings well in advance with a calendar of events and action items. Preparing an agenda and materials for directors 3-5 days before each meeting is key. Directors should not be surprised with bad news and ongoing communication between meetings is important. Management presentations should be well-prepared and on-schedule. Executive sessions without management present are also recommended.
SPACs: An Alternative Way to Access the Public Marketsrberger11
Companies are increasingly going public by merging with Special Purpose Acquisition Companies (SPACs), which are publicly traded pools of capital formed for the sole purpose of merging with an operating company.
VC firms operate as buy and sell companies that aim to maximize returns. They must excel at sales and networking with various stakeholders to create value through their portfolio companies. Key aspects of their operational model include maximizing high-quality deal flow, adequately funding and staffing companies, helping companies focus and execute, and funneling companies into the right exit opportunities through strategic syndication and building relationships with potential acquirers and later-stage investors. Success requires strong capabilities in sourcing deals, venture building, and managing networks to guide portfolio companies through different exit funnels.
Key Takeaways:
- Meaning of SPAC and its History
- Process and Perspective of US Concentric SPAC IPOs
- Study of Pershing Square Tontine Holdings SPAC IPO
- SPACs in Other Jurisdictions
Impact Investing Masterclass – Deck for Future VC 2021Dama Sathianathan
Here's my deck all about impact investing used in the Future VC Masterclass, providing new talent breaking into VC with an overview of what impact investing is and how it applies to the venture capital industry.
TYCO ACCOUNTING SCANDAL OF 1990s - & its Consequences.pdfmoher22734
• Tyco Inc. was founded in 1960 by Arthur J. Rosenburg
• It is a diverse producing and serving corporation which was initially supported by government research & defense contracts
• It became a publicly owned company in 1964
• It launched its IPO in 1974 and got Listed on NYSE in 1974
• Between 1982 and 2000 it undertook several subdivisions. Tyco has done business in over 1000 locations in 50 countries and hires 69,000 employees around the world.
• Tyco had made numerous acquisitions over the years, including 40 acquisitions since the 1980s and has numerous companies among the Fortune 500
• The firm's revenue increased exponentially from $3.1 billion in 1992 to over $40 billion in 2004, with the firm's market value estimated at over $100 billion
How did the Scam happen
• According to the Tyco Fraud Information Center, an internal investigation concluded that there were accounting errors, but that there was no systematic fraud problem at Tyco.
• Tyco's former CEO Dennis Koslowski, former CFO Mark Swartz, and former General Counsel Mark Belnick were accused of giving themselves interest-free or very low interest loans (sometimes disguised as bonuses) that were never approved by the Tyco board or repaid.
• Some of these "loans" were part of a "Key Employee Loan" program the company offered. They were also accused of selling their company stock without telling investors, which is a requirement under SEC rules
• Koslowski, Swartz, and Belnick stole $600 million dollars from Tyco International through their unapproved bonuses, loans, and extravagant "company" spending.
• Rumors of a $6,000 shower curtain, $2,000 trash can, and a $2 million dollar birthday party for Koslowski's wife in Italy are just a few examples of the misuse of company funds.
• As many as 40 Tyco executives took loans that were later "forgiven" as part of Tyco's loan forgiveness program, although it was said that many did not know they were doing anything wrong.
• Hush money was also paid to those the company feared would "rat out" Kozlowski.
• In 1999 the SEC began an investigation on accounting of acquisitions, including "spring-loading"- underreporting preacquisition earnings of an acquired company. However SEC took no actions.
• In January 2002, a tip drew attention to a $20 million payment made to Tyco director Frank Walsh, Jr which was later explained as a finder's fee for the Tyco acquisition of CIT.
• In June 2002, Kozlowski was investigated for sales tax evasion on $13 million in artwork that he had purchased with company funds. Post that, Kozlowski resigned from Tyco "for personal reasons"
• Kozlowski, Swartz, and Bolnick were charged for failure to disclose information on their multimillion dollar loans to shareholders.
• The SEC asked them to restore the funds in form of undisclosed loans and compensations.
Consequences of the Scam on:
• The Company
The foremost and major challenge faced by the company was the loss that was incurred because of the whole scam.
How to conduct a successful board meetingMMMTechLaw
This document provides guidance on conducting successful board meetings. It recommends planning meetings well in advance with a calendar of events and action items. Preparing an agenda and materials for directors 3-5 days before each meeting is key. Directors should not be surprised with bad news and ongoing communication between meetings is important. Management presentations should be well-prepared and on-schedule. Executive sessions without management present are also recommended.
This investment deck summarizes Company XX's business operations, growth strategy, and financial projections. It highlights the company's leadership in its industry segment, 30% revenue CAGR over the past 5 years, and plans for expanding its geographical footprint and product offerings. The document seeks financing to fund new hires, operational costs, marketing, and product development to achieve goals such as reaching 1 million customers and 80% revenue growth.
FInancial Modeling and Valuations for Startups: Telling your Story with NumbersForesight Valuation Group
Telling your story with numbers, building a solid financial model and determining pre-money valuations for fundraising, are some of the most challenging activities for entrepreneurs.
Creating a set of realistic financial projections is critical to effectively communicating valuation expectations to investors and potential partners, while at the same time serving as an important tool to help articulate how you will prioritize spending and maximize the return on investment for an investor.
Based on her experiences as a valuation expert, CFO, start-up advisor and Stanford Lecturer, Efrat Kasznik will provide practical, hands-on tools on how you can :
• Build a robust business and financial model, based upon realistic expectations and sound assumptions
• Analyze different revenue models and cost structures associated with the formation of an emerging venture
• Implement best practices for structuring short and long term financial projections for your business plan and investor fundraising
• Understand the factors and models that determine startup valuations throughout the funding cycle, from seed funding to an exit event
• Successfully communicate your financial vision and understanding to investors
This document summarizes the venture capital business model. It explains that venture capital funds are structured as limited partnerships that raise money from limited partners like pension funds to invest in startup companies. General partners manage the funds by finding investments and helping the companies grow with the goal of profitable exits via acquisition or IPO. The model involves placing multiple bets on companies, with the expectation that one or two will have outsized returns that make the entire fund successful.
- Apple's total assets increased by 55% in 2011, with current assets making up 39% of total assets. Total liabilities increased by 45% and accounted for 34% of total liabilities and shareholders' equity. Shareholders' equity grew by 60% and represented 66% of the total.
- Microsoft's total assets grew by 26% in 2011. Current assets increased by 35% and made up 69% of total assets. Total liabilities increased by 29% and accounted for 47% of total liabilities and shareholders' equity, while shareholders' equity rose by 24%.
- An analysis of key financial ratios found that Microsoft had stronger liquidity and profitability, with higher working capital, lower accounts rece
The document discusses the Black Monday stock market crash of 1987, when the Dow Jones Industrial Average fell over 22% in a single day. It describes how portfolio insurance and program trading exacerbated selling pressure. Investors panicked and markets around the world plummeted. In response, interest rates were lowered and circuit breakers implemented to halt large declines. Though markets slowed, the economy was barely affected and stocks recovered within two years, aided by a strong Japanese market. The crash highlighted issues for exchanges and led to upgrades of trading systems.
Shell Case Study-How to venture into a new country for Oil and Gas exploration?Akhil Prabhakar
GECA aims to expand operations in Omega and minimize development costs while meeting operational requirements and local content policies. A 3-stage development plan is proposed focusing on maximum initial recovery, sustaining production, and evaluating extension. Technical factors like permeability, volume, and facilities plus economic analyses of unit development costs, commercialization, and stakeholder impacts will determine feasibility. Risks from uncertainty, drilling challenges, and condensate banking will be mitigated through advanced modeling, safety practices, and stimulation techniques to protect the environment.
The document discusses The Walt Disney Company's strategies for hedging currency exchange rate risk from royalties earned in Japanese yen. It considers options like currency forwards, futures, loans, and swaps. Disney ultimately chose a Eurocurrency bond issuance with an ECU/Yen currency swap, which provided the lowest interest rate of 7.01% and allowed Disney to take advantage of attractive foreign borrowing rates through additional swaps.
Best Practices in Creating a Strategic Finance FunctionFindWhitePapers
Many CFOs and the finance organizations they lead have started to take on new strategic roles within the enterprise. Their goal is to enforce stricter control processes to ensure legal and regulatory compliance, offer strategic insights into the internal and external business environment, and connect the business strategy with daily operations through performance tracking.
WorldCom announced in June 2002 that it intended to restate its financial statements for 2001 and Q1 2002, revealing $3.8 billion in improper accounting transfers from line cost expenses to asset accounts. Less than a month later, WorldCom filed for Chapter 11 bankruptcy. It was subsequently discovered that an additional $3.8 billion in earnings had been improperly reported from 1999-Q1 2002. The fraud was carried out through improper reductions of line costs and false revenue adjustments. Key players involved included CEO Bernard Ebbers and CFO Scott Sullivan. The toxic culture and lack of board oversight enabled the massive accounting fraud.
- Venture capital fundraising and investments reached record levels in 2015, with more money coming from non-traditional investors. However, public tech valuations have dropped and private valuations are correcting from unsustainable highs.
- Most venture capitalists expect valuations to decline further in 2016 and are advising portfolio companies to cut costs. Fewer IPO and acquisition exits also have VCs taking a more cautious approach to new investments.
- Limited partner investors in venture funds remain concerned about high investment pacing, valuations, and company burn rates. However, most will maintain rather than decrease their commitments to venture capital over the next three years.
CarMax was created in 1993 as a subsidiary of Circuit City, an electronics retailer, to apply the "big box" retail model to used car sales. CarMax operates large used car "superstores" with 500+ vehicle inventories and aims to provide a no-haggling sales experience. It has grown significantly since opening its first location in 1993 and became an independent, publicly traded company after being spun off from Circuit City in 2002.
Watch full webinar here: http://www.firmex.com/Due-Diligence-Best-Practices-and-Pitfalls-sign-up/
LOIs and NDAs signed. Now art meets science with the legal, financial and strategic review of the business. How do you test the value proposition and identify potential risks? Select the best tools to streamline the process? And prepare for regulatory and legal compliance issues arising from legislation like FCPA? Learn what it takes to avoid pitfalls that plague even the most experienced due diligence experts.
This document provides a checklist and overview for conducting due diligence for buy-side mergers and acquisitions (M&A). It discusses common M&A pitfalls such as improper target identification, overpaying, unrealistic synergies expectations, and failure to integrate. The checklist covers understanding corporate strategy, performing due diligence, post-acquisition integration considerations, valuation approaches, acquisition financing terms, engaging potential targets, and post-merger success factors. Financial due diligence areas are also outlined. The document aims to help practitioners avoid common M&A failures by taking a logical approach and thorough due diligence.
Compass, the self-styled tech-enabled brokerage, recently went public with a valuation of $6.5 billion. If you're in real estate, it's a business worth paying attention to. I'm pleased to offer all of my thoughts, observations, and insights on the recent IPO into a new (free) report!
The document discusses the history of banking and its role in the 2007-2008 financial crisis. It provides an overview of different types of banks and their functions. It then describes various banking regulations on operations, capital requirements, and how regulators monitor banks. The document notes that banks play a central role in the financial system and that banking crises can exacerbate economic downturns. It outlines several triggers for the 2007-2008 crisis, including the growth of subprime lending and loosening of regulations, and provides a timeline of key events as the crisis unfolded.
This document summarizes the rise and fall of WorldCom and analyzes the root causes of the corporate fraud that led to its bankruptcy. It describes WorldCom's hyper-focus on increasing shareholder value and results at all costs, which fostered a culture where employees felt like passive victims who had no choice but to follow orders from executives. This created an environment where massive accounting fraud could take place. The document argues that ethics training and compliance programs are insufficient to change a culture, and that true reform requires fostering autonomy, free will, transparency and meaning in work at all levels of the organization.
Play Ventures - Demystifying FundraisingPlay Ventures
What is a VC? What do they do? What do they look for? Get a crash course on VCs and learn how you can maximise your chances of getting funded, before you even have your first pitch meeting.
Mercer Capital's Portfolio Valuation: Private Equity and Venture Capital Mark...Mercer Capital
Mercer Capital's Portfolio Valuation: Private Equity and Venture Capital Marks and Trends Newsletter provides a brief digest and commentary of some of the most relevant market trends influencing the fair value regarding private equity portfolio investments.
EarlyShares SEC Comment Letter 2 - February 2014EarlyShares
The document provides comments on proposed rules for Regulation Crowdfunding. Some key points made include:
1) The proposed financial disclosure and ongoing reporting requirements will be too costly for many issuers, potentially deterring participation. Costs could exceed 100% of funds raised for some smaller offerings.
2) Issuers should have more control over sensitive information and who can access it, rather than all information being publicly available. A permission-based system would provide more protection and trust.
3) Funding portals should have flexibility to limit offerings based on both objective and subjective criteria, and to highlight certain offerings, to differentiate their platforms and services.
The commenter provides recommendations to address these concerns,
This investment deck summarizes Company XX's business operations, growth strategy, and financial projections. It highlights the company's leadership in its industry segment, 30% revenue CAGR over the past 5 years, and plans for expanding its geographical footprint and product offerings. The document seeks financing to fund new hires, operational costs, marketing, and product development to achieve goals such as reaching 1 million customers and 80% revenue growth.
FInancial Modeling and Valuations for Startups: Telling your Story with NumbersForesight Valuation Group
Telling your story with numbers, building a solid financial model and determining pre-money valuations for fundraising, are some of the most challenging activities for entrepreneurs.
Creating a set of realistic financial projections is critical to effectively communicating valuation expectations to investors and potential partners, while at the same time serving as an important tool to help articulate how you will prioritize spending and maximize the return on investment for an investor.
Based on her experiences as a valuation expert, CFO, start-up advisor and Stanford Lecturer, Efrat Kasznik will provide practical, hands-on tools on how you can :
• Build a robust business and financial model, based upon realistic expectations and sound assumptions
• Analyze different revenue models and cost structures associated with the formation of an emerging venture
• Implement best practices for structuring short and long term financial projections for your business plan and investor fundraising
• Understand the factors and models that determine startup valuations throughout the funding cycle, from seed funding to an exit event
• Successfully communicate your financial vision and understanding to investors
This document summarizes the venture capital business model. It explains that venture capital funds are structured as limited partnerships that raise money from limited partners like pension funds to invest in startup companies. General partners manage the funds by finding investments and helping the companies grow with the goal of profitable exits via acquisition or IPO. The model involves placing multiple bets on companies, with the expectation that one or two will have outsized returns that make the entire fund successful.
- Apple's total assets increased by 55% in 2011, with current assets making up 39% of total assets. Total liabilities increased by 45% and accounted for 34% of total liabilities and shareholders' equity. Shareholders' equity grew by 60% and represented 66% of the total.
- Microsoft's total assets grew by 26% in 2011. Current assets increased by 35% and made up 69% of total assets. Total liabilities increased by 29% and accounted for 47% of total liabilities and shareholders' equity, while shareholders' equity rose by 24%.
- An analysis of key financial ratios found that Microsoft had stronger liquidity and profitability, with higher working capital, lower accounts rece
The document discusses the Black Monday stock market crash of 1987, when the Dow Jones Industrial Average fell over 22% in a single day. It describes how portfolio insurance and program trading exacerbated selling pressure. Investors panicked and markets around the world plummeted. In response, interest rates were lowered and circuit breakers implemented to halt large declines. Though markets slowed, the economy was barely affected and stocks recovered within two years, aided by a strong Japanese market. The crash highlighted issues for exchanges and led to upgrades of trading systems.
Shell Case Study-How to venture into a new country for Oil and Gas exploration?Akhil Prabhakar
GECA aims to expand operations in Omega and minimize development costs while meeting operational requirements and local content policies. A 3-stage development plan is proposed focusing on maximum initial recovery, sustaining production, and evaluating extension. Technical factors like permeability, volume, and facilities plus economic analyses of unit development costs, commercialization, and stakeholder impacts will determine feasibility. Risks from uncertainty, drilling challenges, and condensate banking will be mitigated through advanced modeling, safety practices, and stimulation techniques to protect the environment.
The document discusses The Walt Disney Company's strategies for hedging currency exchange rate risk from royalties earned in Japanese yen. It considers options like currency forwards, futures, loans, and swaps. Disney ultimately chose a Eurocurrency bond issuance with an ECU/Yen currency swap, which provided the lowest interest rate of 7.01% and allowed Disney to take advantage of attractive foreign borrowing rates through additional swaps.
Best Practices in Creating a Strategic Finance FunctionFindWhitePapers
Many CFOs and the finance organizations they lead have started to take on new strategic roles within the enterprise. Their goal is to enforce stricter control processes to ensure legal and regulatory compliance, offer strategic insights into the internal and external business environment, and connect the business strategy with daily operations through performance tracking.
WorldCom announced in June 2002 that it intended to restate its financial statements for 2001 and Q1 2002, revealing $3.8 billion in improper accounting transfers from line cost expenses to asset accounts. Less than a month later, WorldCom filed for Chapter 11 bankruptcy. It was subsequently discovered that an additional $3.8 billion in earnings had been improperly reported from 1999-Q1 2002. The fraud was carried out through improper reductions of line costs and false revenue adjustments. Key players involved included CEO Bernard Ebbers and CFO Scott Sullivan. The toxic culture and lack of board oversight enabled the massive accounting fraud.
- Venture capital fundraising and investments reached record levels in 2015, with more money coming from non-traditional investors. However, public tech valuations have dropped and private valuations are correcting from unsustainable highs.
- Most venture capitalists expect valuations to decline further in 2016 and are advising portfolio companies to cut costs. Fewer IPO and acquisition exits also have VCs taking a more cautious approach to new investments.
- Limited partner investors in venture funds remain concerned about high investment pacing, valuations, and company burn rates. However, most will maintain rather than decrease their commitments to venture capital over the next three years.
CarMax was created in 1993 as a subsidiary of Circuit City, an electronics retailer, to apply the "big box" retail model to used car sales. CarMax operates large used car "superstores" with 500+ vehicle inventories and aims to provide a no-haggling sales experience. It has grown significantly since opening its first location in 1993 and became an independent, publicly traded company after being spun off from Circuit City in 2002.
Watch full webinar here: http://www.firmex.com/Due-Diligence-Best-Practices-and-Pitfalls-sign-up/
LOIs and NDAs signed. Now art meets science with the legal, financial and strategic review of the business. How do you test the value proposition and identify potential risks? Select the best tools to streamline the process? And prepare for regulatory and legal compliance issues arising from legislation like FCPA? Learn what it takes to avoid pitfalls that plague even the most experienced due diligence experts.
This document provides a checklist and overview for conducting due diligence for buy-side mergers and acquisitions (M&A). It discusses common M&A pitfalls such as improper target identification, overpaying, unrealistic synergies expectations, and failure to integrate. The checklist covers understanding corporate strategy, performing due diligence, post-acquisition integration considerations, valuation approaches, acquisition financing terms, engaging potential targets, and post-merger success factors. Financial due diligence areas are also outlined. The document aims to help practitioners avoid common M&A failures by taking a logical approach and thorough due diligence.
Compass, the self-styled tech-enabled brokerage, recently went public with a valuation of $6.5 billion. If you're in real estate, it's a business worth paying attention to. I'm pleased to offer all of my thoughts, observations, and insights on the recent IPO into a new (free) report!
The document discusses the history of banking and its role in the 2007-2008 financial crisis. It provides an overview of different types of banks and their functions. It then describes various banking regulations on operations, capital requirements, and how regulators monitor banks. The document notes that banks play a central role in the financial system and that banking crises can exacerbate economic downturns. It outlines several triggers for the 2007-2008 crisis, including the growth of subprime lending and loosening of regulations, and provides a timeline of key events as the crisis unfolded.
This document summarizes the rise and fall of WorldCom and analyzes the root causes of the corporate fraud that led to its bankruptcy. It describes WorldCom's hyper-focus on increasing shareholder value and results at all costs, which fostered a culture where employees felt like passive victims who had no choice but to follow orders from executives. This created an environment where massive accounting fraud could take place. The document argues that ethics training and compliance programs are insufficient to change a culture, and that true reform requires fostering autonomy, free will, transparency and meaning in work at all levels of the organization.
Play Ventures - Demystifying FundraisingPlay Ventures
What is a VC? What do they do? What do they look for? Get a crash course on VCs and learn how you can maximise your chances of getting funded, before you even have your first pitch meeting.
Mercer Capital's Portfolio Valuation: Private Equity and Venture Capital Mark...Mercer Capital
Mercer Capital's Portfolio Valuation: Private Equity and Venture Capital Marks and Trends Newsletter provides a brief digest and commentary of some of the most relevant market trends influencing the fair value regarding private equity portfolio investments.
EarlyShares SEC Comment Letter 2 - February 2014EarlyShares
The document provides comments on proposed rules for Regulation Crowdfunding. Some key points made include:
1) The proposed financial disclosure and ongoing reporting requirements will be too costly for many issuers, potentially deterring participation. Costs could exceed 100% of funds raised for some smaller offerings.
2) Issuers should have more control over sensitive information and who can access it, rather than all information being publicly available. A permission-based system would provide more protection and trust.
3) Funding portals should have flexibility to limit offerings based on both objective and subjective criteria, and to highlight certain offerings, to differentiate their platforms and services.
The commenter provides recommendations to address these concerns,
Haskell & White Taming The Tidal Wave 2010.08.25Meagan Hayes
1. The convergence of US GAAP and IFRS is driving standard setters to quickly develop numerous new accounting rules that are intended to converge and improve accounting and reporting.
2. You can expect new proposed standards addressing revenue recognition, lease accounting, financial statement presentation, loss contingencies, and fair value before the end of 2011 and that the new standards may be effective as early as 2012.
3. Because so many changes are forthcoming over a relatively short period of time, it is imperative that public companies remain current on the status of each project and the related required implementation dates so they can adequately assess the potential impact of any new requirements.
This document provides an overview of financial accounting and reporting standards. It discusses how financial accounting provides information to external users like investors and creditors to help them make investment and lending decisions. The key financial statements of balance sheet, income statement, statement of cash flows, and statement of shareholders' equity are outlined. The development of accounting standard setting bodies in the U.S. like the FASB and efforts to converge U.S. GAAP with international IFRS standards are summarized. The role of auditors in encouraging high-quality financial reporting and reforms like the Sarbanes-Oxley Act are also briefly described.
The document provides an overview of JP Energy Partners LP and discusses its three business segments: crude oil pipelines and storage, refined products terminals and storage, and NGL distribution and sales. It also discusses JP Energy's Q3 2016 financial results, balance sheet and liquidity position, and its planned merger with American Midstream Partners to create a larger, more diversified midstream company.
Capital raising activity is ever changing. Asset managers are looking for new ways to raise capital and push the boundaries as greater pressure is placed on traditional models.
The desire to increase hold periods, lower the cost of capital, alter and diversify investment strategies, and provide liquidity for investors has caused managers to reprioritize long-term business objectives. Indeed, permanent capital and other specialty finance structures, which were once considered non-conventional in the industry, have become a common discussion point for asset managers that are evaluating the strategy of their next fundraising effort.
Our panel will discuss the range of various permanent capital structures, including Permanent Capital Acquisition Partnerships (PCAPs), Real Estate Investment Trusts (REITs), Master Limited Partnerships (MLPs), YieldCos, Special Purpose Acquisition Companies (SPACs), Public Asset Managers, Business Development Companies (BDCs), Closed End Funds, Interval Funds, and Variable Annuity and Variable Life Funds. We will also discuss various issues associated with these products, including:
• Strategic comparison of structures;
• Market trends and investor base;
• Distribution requirements;
• Tax consequences; and
• Regulatory requirements.
This document discusses critical issues in negotiating venture capital investment for technology and ecommerce companies. It provides a checklist of considerations for a startup company seeking its initial round of venture capital funding. The checklist covers pre-funding issues like preparing an executive summary and business plan, selecting a management team, and anticipating future capital structures. It also addresses selecting venture capital firms and understanding the extent of their control in the investment.
The middle market IPO market has declined significantly over the last two decades due to increased regulatory costs and a market shift towards larger companies. As a result, middle market companies must rely more on alternative financing sources like venture capital, private placements, and mergers and acquisitions. While regulations like the JOBS Act may provide some relief and increase access to capital, the middle market IPO market is not expected to rebound significantly in the near future. Middle market companies will continue to depend more on private sources of funding and M&A activity is expected to increase in 2014-2015.
The middle market IPO market has declined significantly over the last two decades due to increased regulatory costs and a market shift towards larger companies. As a result, middle market companies must increasingly rely on alternative sources of private capital such as venture capital, private placements, crowdfunding and mergers & acquisitions. While regulations like the JOBS Act may help middle market companies access capital more easily, the long-term viability of the middle market IPO is still uncertain and these companies will likely continue to depend on private funding sources for the foreseeable future. Experts also predict an increase in middle market M&A activity in 2014 and 2015.
Bba 2204 fin mgt week 4 cashflow & financial planningStephen Ong
This document provides an overview of cash flow and financial planning. It discusses key concepts like depreciation, statements of cash flows, operating cash flow, free cash flow, and financial planning processes. The learning goals are to understand tax depreciation, statements of cash flows, and financial planning, including long-term strategic plans and short-term operating plans like cash budgets and pro forma financial statements. Examples are provided to illustrate concepts like depreciation calculations and developing statements of cash flows. Ethics examples consider appropriate CEO compensation and ways accountants could portray favorable earnings.
University of Phoenix Faculty MaterialFinancial Prospectus Expec.docxdickonsondorris
University of Phoenix Faculty Material
Financial Prospectus Expectations
Prepare a 1,950- to 2,500-word paper with the following components of a financial prospectus for your venture. The Financial Prospectus must include the information you provided in the Venture Concepts Paper and Venture Budgeting and Forecasting Paper.
The information from your previous assignments must be revised, as necessary, based on material covered in this class.
Organize your prospectus into the following order:
1. Description of Venture
2. Development Concept
3. Management Biographies
4. Competitive Product or Service Statement (Market Analysis)
5. Construction and Preopening Budget
6. Operating Pro-Forma (Budget)
7. Samples of Financial Statements to be Used
8. Summary of Proposed Investment Terms
9. Return on Investment Analysis
10. Statement of the Viability of the Venture as an Investment
An explanation of each component of the prospectus may be found in the description of terms below.
Description of Terms
1. Description of Venture
a. An introductory illustration of the venture, with an overview of the brand and the product or service to be offered
b. Details of the product or service are covered in item 4.
2. Development Concept
a. The description focuses on components that must be built or created to support the venture.
b. Include the components of any physical structure, equipment, or anything that requires development investment.
3. Management Biographies
a. Use one page or less to describe the background of each of the principle owners.
b. If this venture requires special technical expertise, include the biographies of whoever is going to bring this needed expertise to the organization.
4. Competitive Product or Service Statement
a. A market analysis to show how this venture’s product or service competes with similar products or services in its market
b. Include how the product or service may be produced efficiently by this venture to achieve targeted profit margins.
5. Construction and Preopening Budget
a. The budget in the virtual organization, Kudler Foods, may be used as a model for this portion.
b. Include all of the costs associated with getting the venture to the point of performing its first sale. The budget, however, must include enough working capital to pay for its operations until the net profits may cover these expenses.
6. Operating Pro-Forma
a. The operating budget for the first 12 months that this venture will be operating after startup and training periods
b. If the venture requires phased operations when it first opens, these first few months need not be included in the pro-forma so that the pro-forma may illustrate a typical 12-month period as a new venture.
7. Samples of Financial Statements to be Used
a. An inventory of the financial statements that will be used to measure the performance of the venture, using data from the pro-forma
b. Include an Income Statement, Balance Sheet, and any other financial statemen ...
Global Bridge Management Sdn Bhd can assist companies through every stage of the IPO process, from preliminary assessment and pre-listing preparation to post-listing compliance and investor relations. Their services include auditing, corporate governance consulting, regulatory reporting, and helping companies build management teams and board structures to meet listing requirements. As specialists in IPO advisory, Global Bridge can leverage their experience to guide companies efficiently through the complex IPO lifecycle and requirements to achieve a successful public listing.
Global Bridge Management Sdn Bhd provides concierge services to guide small and medium enterprises through the process of going public. They assist companies with pre-listing assessments and diagnostics, fundraising of RM20 million, assigning a reporting accountant, and strategic advice. During the listing process, they help with audit/reporting, M&A opportunities, regulatory compliance, internal controls, capital markets transactions, management team development, and governance best practices. Their goal is to prepare companies for a successful initial public offering and life as a publicly traded entity.
To calculate a company's average tax rate an analyst would
The accumulated benefit obligation measures
The major difference between accounting for pensions and the accounting for other postretirement benefits is that firms
Mercer Capital's Portfolio Valuation: Private Equity Marks and Trends | Q1 2016Mercer Capital
Mercer Capital's Portfolio Valuation: Private Equity Marks and Trends Newsletter provides a brief digest and commentary of some of the most relevant market trends influencing the fair value regarding private equity portfolio investments.
Raising external capital to drive NOC transformationEY
The coming years will be defining for NOCs as they fully embrace the need to embark on capital transformation. New capital can provide the catalyst to return the country’s finances to an equilibrium and act as an engine to drive greater economic diversity.
This document summarizes the agenda and presentation for Rubik Financial Limited's annual general meeting on November 26, 2013. The presentation discusses Rubik's history, current position, and future plans. Rubik started in 2008 focusing on the Australian financial technology sector and has since made several acquisitions. It now operates in two main segments - wealth software and banking software. The presentation outlines Rubik's goal of building a relevant Australian fintech company and discusses strategies to grow its wealth and banking segments in the coming years.
The document summarizes proposed changes to accounting standards for impairment of financial assets by the FASB and IASB. The changes will require companies to estimate expected credit losses over the lifetime of in-scope financial assets from the origination date, replacing the previous "incurred loss" model. This will impact many areas of companies including credit loss modeling, accounting, reporting processes and controls, data and infrastructure. The document outlines key questions companies should consider to assess readiness and plan implementation of the new standards.
This is a copy of the presentation of the August 2010 Webinar on High Net Worth SMSF strategies conducted on 'thedunnthing' blog, http://thedunnthing.com
Michigan HealthTech Market Map 2024. Includes 7 categories: Policy Makers, Academic Innovation Centers, Digital Health Providers, Healthcare Providers, Payers / Insurance, Device Companies, Life Science Companies, Innovation Accelerators. Developed by the Michigan-Israel Business Accelerator
June 3, 2024 Anti-Semitism Letter Sent to MIT President Kornbluth and MIT Cor...Levi Shapiro
Letter from the Congress of the United States regarding Anti-Semitism sent June 3rd to MIT President Sally Kornbluth, MIT Corp Chair, Mark Gorenberg
Dear Dr. Kornbluth and Mr. Gorenberg,
The US House of Representatives is deeply concerned by ongoing and pervasive acts of antisemitic
harassment and intimidation at the Massachusetts Institute of Technology (MIT). Failing to act decisively to ensure a safe learning environment for all students would be a grave dereliction of your responsibilities as President of MIT and Chair of the MIT Corporation.
This Congress will not stand idly by and allow an environment hostile to Jewish students to persist. The House believes that your institution is in violation of Title VI of the Civil Rights Act, and the inability or
unwillingness to rectify this violation through action requires accountability.
Postsecondary education is a unique opportunity for students to learn and have their ideas and beliefs challenged. However, universities receiving hundreds of millions of federal funds annually have denied
students that opportunity and have been hijacked to become venues for the promotion of terrorism, antisemitic harassment and intimidation, unlawful encampments, and in some cases, assaults and riots.
The House of Representatives will not countenance the use of federal funds to indoctrinate students into hateful, antisemitic, anti-American supporters of terrorism. Investigations into campus antisemitism by the Committee on Education and the Workforce and the Committee on Ways and Means have been expanded into a Congress-wide probe across all relevant jurisdictions to address this national crisis. The undersigned Committees will conduct oversight into the use of federal funds at MIT and its learning environment under authorities granted to each Committee.
• The Committee on Education and the Workforce has been investigating your institution since December 7, 2023. The Committee has broad jurisdiction over postsecondary education, including its compliance with Title VI of the Civil Rights Act, campus safety concerns over disruptions to the learning environment, and the awarding of federal student aid under the Higher Education Act.
• The Committee on Oversight and Accountability is investigating the sources of funding and other support flowing to groups espousing pro-Hamas propaganda and engaged in antisemitic harassment and intimidation of students. The Committee on Oversight and Accountability is the principal oversight committee of the US House of Representatives and has broad authority to investigate “any matter” at “any time” under House Rule X.
• The Committee on Ways and Means has been investigating several universities since November 15, 2023, when the Committee held a hearing entitled From Ivory Towers to Dark Corners: Investigating the Nexus Between Antisemitism, Tax-Exempt Universities, and Terror Financing. The Committee followed the hearing with letters to those institutions on January 10, 202
Prix Galien International 2024 Forum ProgramLevi Shapiro
June 20, 2024, Prix Galien International and Jerusalem Ethics Forum in ROME. Detailed agenda including panels:
- ADVANCES IN CARDIOLOGY: A NEW PARADIGM IS COMING
- WOMEN’S HEALTH: FERTILITY PRESERVATION
- WHAT’S NEW IN THE TREATMENT OF INFECTIOUS,
ONCOLOGICAL AND INFLAMMATORY SKIN DISEASES?
- ARTIFICIAL INTELLIGENCE AND ETHICS
- GENE THERAPY
- BEYOND BORDERS: GLOBAL INITIATIVES FOR DEMOCRATIZING LIFE SCIENCE TECHNOLOGIES AND PROMOTING ACCESS TO HEALTHCARE
- ETHICAL CHALLENGES IN LIFE SCIENCES
- Prix Galien International Awards Ceremony
mHealth Israel_Healthcare Finance and M&A- What Comes NextLevi Shapiro
Healthcare Finance and M&A, What Comes Next? Presentation by Matthew R. Kittay, National Co-Chair, M&A Practice Group, Fox Rothschild LLP. Includes fundraising and investments. Breakouts by subsector- Healthcare (overall), Healthcare services, Digital health, Biopharma, Pharmatech, Medtech, Healthcare IT. Healthcare transaction distribution breakouts. Exits remain flat. Avoiding common legal pitfalls like IP, compliance, governance structure. Current legislation in health law. IP strategy for healthtech.
Healthcare Market Overview, May 2024: Funding, Financing and M&A, from Oppenh...Levi Shapiro
Oppenheimer & Co. Inc, co-Head of Healthcare Investment Banking, Michael Margolis, provides H1 Healthcare Financing, Funding and M&A Overview. Table of Contents
1. Broader Market Overview
2. Biotech M&A Market Overview
3. Private Biotech Financing Market Update
4. Key Advice For Healthcare Companies
Current State of Play; Healthcare has Underperformed the Broader Market Over the Last Twelve Months; Signal-to-Noise is Getting Worse; Healthcare IPO Activity has Decreased Significantly Since 20–21 Pandemic Levels; Biotech Financing Activity Has Remained Robust in 2024; Biotech M&A Market Remains Incredibly Active; Biotech M&A Market Remains Incredibly Active; Big Pharma Upcoming Patent Expirations; Since November 2023 Oncology has accounted for over half of all M&A; Oncology, Autoimmune / I&I, and CV & Metabolic Remain the Top Areas in M&A; Small Molecule Beats Out All Other Modalities in M&A Despite IRA Concerns; Value of Big Pharma Acquisitions by Therapeutic Area in Q1 2024; Private Financing Market Update; 2024 Private Placement Activity On Track to Approach, If Not Exceed, 2020 Levels; Oncology, Particularly Solid Tumor, Continues to Attract VC Investors; Despite the IRA, Small Molecules Continue to Attract VC Dollars; Preclinical-Stage Companies Make Up Almost Half of Private Placements in 2023; Valuations by Development Stage – 2023; Typical Biotech Investors Remained Active in Q1 2024; 23 $100M+ Deals were Raised in Q1 2024; Biotech Fundraising Momentum Continued into 2024; Key Advice For Israeli Healthcare Companies; Although Israel has Strong Presence on US Public Markets, There is Room to Grow; Telling Your Story Effectively; Interacting with Investors to Build Long-term Credibility; Seven Simple Rules for Pitch Decks;
Version Bravo- The Springboard for Navy SEAL entrepreneurship, cohort 003Levi Shapiro
Description of the Version Bravo intensive entrepreneurial launch program for 7 Israeli and 7 US former Navy SEALs. Details about each startup concept, the CEOs, the sector, etc.
Radical Life Extension_Dr. Leon Peshkin_Dec 2023Levi Shapiro
Presentation for mHealth Israel by Dr. Leon Peshkin, Harvard Medical School, exploring research into Embryology and Longevity, emphasizing Germline and protein aggregates. Includes current overview, anti aging through history, Lifespan Expansion, ALEC: Animal Life Expectancy in Controls, Scalable Platform in Pharmacobiology, Embryos Cleanse Protein Aggregates, Lysosomal switch triggers proteostasis renewal, Xenopus, Rejuvenation Roadmap, Citizen Science Approach to Aging, Xenopus: Maternal Dowry Molecules, Human Disease Modeling
Israel’s Life Science Hub 2023 English Abstract.pdfLevi Shapiro
The war between Israel and Hamas brings its own set of business
challenges. Challenges that may impact how we communicate with
partners and investors abroad. We should portray the life science sector as resilient and adaptable, even in times of crisis. This document is a a messaging outline for Israel's Life Science Hub despite the war with Hamas. Four key points to emphasize:
1) Global activity (resilience and agility)
2) Continuity of care and preventive medicine
3) World leading clinical trials industry
4) Dynamic scientific, research and entrepreneurial ecosystems
Gil Bashe FINN Partners: The Future of Digital Health – Nose Dive or Transfor...Levi Shapiro
The Future of Digital Health – Nose Dive or Transformation, by Gil Bashe, Dec 4th, 2023 at the mHealth Israel conference. Digital Health Innovation Ecosystem Investment Trends. Data & Methodology. Digital Health Taxonomy. Key Insights for Digital Health Innovation in H1 2023. Global Digital Health Funding Across Regions. Funding in North America. Shifting Focus in North America Digital Health Funding. Investment Focus for Digital Health Venture Funding. Ventures are turning to partnerships for proof points, scale and funding. 2022 new partnerships. North America digital health investor participation. Most active partners in North America. North America Ecosystem Development. Venture distribution by stage. Funding distribution. Comparison to 2022 Funding. Noteworthy deals, noteworthy exits.
Urgent Request and Call for Action for Ensuring Safety and Inclusivity at MITLevi Shapiro
We, 465 MIT Alumni, Staff, and Students, are writing to express our deep concern, fear, and disappointment regarding the recent protest that took place Thursday afternoon, in front of the MIT Stratton Student Center. While we fully support the principles of free
speech and the right to peaceful assembly, it is essential that we also prioritize the safety and well-being of all members of the MIT
community.
During the protest, a particular slogan was prominently displayed and chanted, which has raised significant concerns. The slogan
"From the [Jordan] river to the [Mediterranean] sea, Palestine will be free!" has been a source of contention due to its potential
implications and the real safety risks it poses to Jewish and Israeli students on campus [See video footage attached]. This slogan
has been time and again associated with calls for the destruction of the State of Israel and has been used in contexts that
promote violence, which raises legitimate concerns about the safety and security of our Jewish and Israeli students and staff.
Furthermore, we would like to draw your attention to recent events that demonstrate the potential dangers associated with this
slogan. During the 2023 Israel-Hamas war, British Home Secretary Suella Braverman proposed criminalizing the use of the slogan
in certain contexts, recognizing the potential harm it can cause. Additionally, on October 11, ‘23, Vienna police banned a
demonstration, citing the inclusion of the phrase "from the river to the sea" in invitations, as it was seen as a portrayal of a violation
of Article 2 of the European Convention on Human Rights.
In addition to the use of these derogatory messages, several attendees of the event used hateful wordings and messages towards
Jewish and Israeli bystanders. In one case, a perpetrator aggressively held their bicycles as intended to harm a Jewish MIT student,
stating that “[your] ancestors did not die in the Holocaust so they could kill Palestinians” [See video footage attached]. In another
incident, protesters chanted “one solution, intifada revolution”. In the context of the on-going Israeli-Palestinian conflict, the word
"Intifada" means the armed and violent Palestinian insurrection targeting Israelis, including civilians, which resulted in the killing of
thousands of Israelis in the last few decades.
On Oct. 22nd, a statement by MIT CAA (Coalition Against Apartheid) came to our attention. In this document, MIT CCA states that
they "hold the Israeli regime responsible for all unfolding violence". They later call the October 7th terror attack a "response to
the settler colonial regime", and continue justifying it throughout the document.
In this matter, MIT CAA is justifying the heinous and barbaric crimes committed on Oct 7th. Furthermore, these statements have the
potential to fuel acts of aggression
Overview of the Israeli exhibitors at the 2023 HLTH conference in Las Vegas. Exhibitors included 6Degrees, AppScent, Belong.Life, Datos, Expecting, IntraPosition, Kahun Medical, Kemtai, Maverick, Neteera, QuantaIX, Respiration Scan, Nerivio, Xoltar.
40% of Israeli technology investment is devoted to Life Science. Within that domain, the largest sector is Medical Devices and Digital Health (over 65 percent of companies). In the medical device arena, Israeli scientists and engineers have integrated advanced technologies in electronics, communications and electro-optics to develop world-class innovations in Digital Imaging, Medical Lasers, Telemedicine, Early Diagnostics,
Smart Surgical Equipment and more. Over 600 medical device exporters engaged in a variety of medical application
such as Cardiovascular and Peripheral Vascular, Neurology and Degenerative Diseases, Preparedness and Emergency
Medicine, Intensive Care, Women Health, Orthopedics and Sport Medicine, Gastrointestinal, Infection Control, Ophthalmology, Pain and Wound Management, Oral and Dental Care, Dermatology and Aesthetics
Baptist Health- Engineering the Future of HealthcareLevi Shapiro
Presentation by Mark Coticchia, Chief Innovation Officer, Baptist Health, for mHealth Israel community, September, 2023. Baptist Health has internationally renowned centers of excellence in cancer, cardiovascular care, orthopedics and sports medicine, and neurosciences.
A not-for-profit organization supported by philanthropy and committed to its faith-based charitable mission of medical excellence, Recognized by Fortune as one of the 100 Best Companies to Work For in America and by Ethisphere as one of the World’s Most Ethical Companies.Innovation is paramount to health system’s performance and reputation.
Becker’s 2019 Advisory Board survey revealed innovation and technology ranked as the top priority among healthcare finance professionals - up from eighth in 2018. 90% healthcare/life science leaders agree that the pandemic will fundamentally change the way they do business, requiring new products, services, processes, and business models (McKinsey: Innovation Through Crisis Survey). Innovation has been proven to help health systems in many ways. A capability and culture of innovation accomplish numerous goals:
Innovation capability and culture improve the care and work environment. They enhance the reputation through recognition for discoveries made at and through Baptist Health. They aid in the recruitment and retention of top talent. And they help systems harness money that otherwise would be leaving the system – licensing revenues and investment returns and corporate research support and donor revenues. Successful Programs - Common Underpinnings. Innovation as a strategic, institutional priority
Program built on institutional assets and centers of excellence
Experienced, professional team
Technology development and sourcing, Dedicated, long term support. Doing healthcare innovation well at a large enterprise takes a highly specialized team and skill set. Collectively, they need to have deep knowledge of healthcare regulation, medical procedures, patient safety, business development, transactions, business law, innovation markets, entrepreneurship, venture capital, commercialization, tech transfer, organizational change management, and much more. Programs- services, technology management, corporate co-creation, global medical service lines and facilities; Focus on market opportunity vs. technology; Select & concentrate on winners; Operate as a business; Proactive in new company formation; Progress, milestones, preliminary results; Building New Innovation Pathways; Improving Treatment for Cancer Patients; Predicting & Preventing Heart Attacks; Improving Outcomes in Cardiac Care; Enhancing a Culture of Innovation at Baptist Health & South Florida; Cleerly, TriVentures, COTA; Innovation is paramount to health system’s performance and reputation.
Baptist Health has established an innovation function predicated on best practices and tailored to its assets and the opportunities extending from Miami’s economic growth
YEDA Techn Transfer at Weizmann Institute- Discord and Challenges in Academic...Levi Shapiro
Presentation by Yael Klionsky, YEDA, for the mHealth Israel community in September, 2023. Title: Challenges in Academic Technology Transfer. Examples-
Transplantation Immunology and Immunometabolism. Efranat Pharma was developing an anticancer immunotherapy treatment based on a natural plasma protein molecule. From target discovery to clinical validation. Clinical-stage drug discovery and development company utilizing a broadly applicable, predictive
computational discovery platforms to identify novel drug targets and new biological pathways and develop
therapeutics in the field of cancer immunotherapy. To allow SOCIETY to benefit from discoveries made at the academic institution. To enable SCIENTISTS to transfer their new technologies to the market. To create an additional source of INCOME for the INSTITUTE so that more independent research can be conducted. Three important elements that make an idea patentable:
1) The invention must be new: the same idea can’t have been
published before in any form; 2) There must be some inventive step of ‘non-obviousness’.
This can be hard to define and depends on the context; 3) The disclosure in a patent must be sufficient for a skilled
person to reproduce the invention with only routine effort; Technology Transfer Company - modus operandi; OUR PURPOSE- To provoke transformative scientific breakthroughs that will shape the future of humanity; SCIENTIFIC STAFF- 300 Principal investigators, >2,000 Research students and PhDs; 5 FACULTIES – BASIC SCIENCE, Biology, Physics, Biochemistry, Math/CS
Chemistry; Generated IP- 57% in Life Science & Biotech; Among the Highest
Income per Researcher
Worldwide; 1959 (First TTO outside the US); Today- More applications per PI than in most Ivy league universities; Copaxone- >$30B
ANNUAL SALES BASED ON Weizmann IP; 20 new licenses per year and 10 new companies per annum; www.yedarnd.com
HADASIT: Tech Transfer and More in Life ScienceLevi Shapiro
Overview of activities in Life Science of Hadasit, the technology transfer arm of Hadassah Hospital in Jerusalem. Includes details about Jerusalem Biodesign program; spinouts like Brainwatch; details about tech transfer (the Secret Engine Behind Israel’s Success); relationship and examples of TTOs enabling Israel's greatest success stories; contrasting of Adademia (Scientific driven research, Creation of new knowledge, Publication, Sharing of Material, Social responsibilities) and Industry (Applied research & specific objectives, Develop new products, Product development, Secrecy and patent protection, Organization responsibilities); Development gap between initial inventions and product development; the Art of translation (from academic research to medical companies); Tech transfer transforms cutting-edge research into marketable healthcare technologies; LICENSING TO EXISTING COMPANIES; SPINNING OFF STARTUPS; CO-DEVELOPMENT OF JOINT IP; Technology Transfer Offices from Academia/Research Hospitals – to Industry; Overview of Hadassah and Hadasit (TECHNOLOGY TRANSFER COMPANY AND INNOVATION ENGINE OF HADASSAH UNIVERSITY HOSPITALS); Examples of “HADASSAH MADE” PRODUCTS IN THE GLOBAL MARKET; RECENT TECH TRANSFER SUCCESS; Example- Lineage Exclusive Worldwide Collaboration with Genentech Opregen® RPE Cell Therapy for the Treatment of Ocular Disorders; HADASIT PILLARS-
NURTURING INTERNAL INNOVATION, Tech Transfer, EXTERNAL INNOVATION. External- SERVICES & COLLABORATIONS WITH COMPANIES, BIOHOUSE FOR STARTUPS, DIGITAL HEALTH ACCELERATOR); Internal Innovation- NURTURING INTERNAL INNOVATION, HADASSAH SEED FUND, JERUSALEM BIODESIGN PROGRAM; TYPES OF RELATIONS WITH EXTERNAL COMPANIES- CONSULTING, SAB, CLINICAL TRIALS, R&D SERVICES, DATA LICENCE, ALPHA/BETA SITE, PILOTS, DESIGN PARTNERSHIPS.
Presenting to Investors & the Media.pdfLevi Shapiro
Presenting to Investors and the Media, lecture by Drew Levinson, LifeSci Communications to mHealth Israel. Three sections: Making a good presentation, Handling
interviews with reporters and Answers that resonate. PRESENTING TO INVESTORS AND THE MEDIA- Compelling delivery, Commanding a room, • Lasting Impact. A good presentation includes Information, Motivation and Excitement. Never put them to sleep. Audience impact includes content, credibility and delivery. Decisions are made leading to potential partnerships, winning business, so much more than a deck, your business, your brand, you. How to captivate begins with storytelling and conversation. More than features- benefits, humanize, positive impact. Don't complicate your message with jargon. Feel the passion- contagious, vision, determination. Know your audience- who are they, what do they know about you, how much do they know, interests, concerns. Articulate your vision- see it, feel it, believe in it. Take them on your journey- compelling narrative, make it personal, why are you doing this, inspiration. Your team- experienced, knowledgeable, aligned, execute. Risks and challenges- recognize, address, plan to mitigate. Test drive your room. What does it look like? Where is the podium? Where will I be standing? Where will you be sitting? Feel comfortable. Three parts to attention. The beginning- attention, interest, what's in it for them, entusiasm, preview. The middle- core, insights, challenges, solutions, relatable. The ending- summary, reinforce, messages, benefits, call to action, keep the momentum going. How to answer questions. The Four R's: repeat, reinforce, refer, remember. Talking to reporters- necessity; Good interview can enhance reputation; Bad interview can tarnish reputation; Preparation is vital. Shapes public opinion: Elevates your brand; Establishes authority; Showcases your business; A bridge; Reputation; Trust; Visibility. Know the reporter. Audience; What have they written; Previous stories; Questions asked. Concise- clear, succinct, engaging. Make it relatable: Stories; Anecdotes; Experiences; Examples; Metaphors; Connect. Honesty and transparency. It is okay not to know every answer. You don’t have to answer every question. Control the narrative. What not to do when talking to reporters. Come up with another way to say no comment. What to wear- solid colors, blues and grays, nothing distracting. Expertise, passion, vision, lasting impression, connections. High stakes, high rewards. Preparation; Know your audience; Deliver with confidence; Enthusiasm; Authenticity. Begin the journey. Engage in dialogue; Build relationships; Inspire trust and confidence; Valued; Enlightened; Motivated and excited.
Nissan Elimelech, Founder, Augmedics: How I Built the World's First XR Surgic...Levi Shapiro
Presentation by Nissan Elimelech, Founder, Augmedics: How I Built the World's First XR Surgical Navigation Company and What's Next for XR. Covers the company founding across multiple milestones and key success factors.
Beyeonics CEO, Ron Schneider, Advances in Medical XRLevi Shapiro
Overview by Beyeonics CEO, Ron Schneider, about the company. Beyeonics One is the first ophthalmic exoscope with an augmented reality surgical headset. It is a high-definition, fully digital imaging platform enabling surgeons to see a magnified, three-dimensional (3D) image of the surgical field. The small footprint, the fast setup, automation, and zero turnover time between procedures all contribute to the efficiency operating rooms strive for. Over 3000 cases to date. Unconstrained Movement. Unconstrained workflow. Data connectivity. Designed for continuous innovation.
XRHealth is revolutionizing healthcare, bringing patient care into the Metaverse. Includes a description of the TeleHealth Platform. Lessons Learned – Building the clinical Metaverse. Last mile delivery
Building a product in the Metaverse is easy – getting people to use it is hard. Virtual Care can’t be based only on XR. HMDs bring friction – Charging, Guardian, Safety, Passwords etc. Expanding virtually in a brick & mortar payer environment. Once you cross the chasm – adherence/ satisfaction/retention goes ballistic. Patient Outcomes-
Patients report significant improvement in symptoms following treatment. Adherence - patients follow Home Exercise Plans as prescribed. 92.2% with XRHealth vs 50% with regular treatment. Patient satisfaction - 85 NPS vs 38 NPS in healthcare
93.3% patient retention -complete treatment cycle as prescribed. XRHealth Luna AI Reduces Hot Flashes and Improves Psychological Well-Being in Women with Breast and Ovarian Cancer: A Pilot Study. Virtual reality immersion compared to monitored anesthesia care for hand surgery: A randomized controlled trial. Lessons Learned – Autism Spectrum Disorder. The future of the Mediverse.
Digital Health in US Health Systems.pptxLevi Shapiro
April, 2023 presentation by Gil Bashe, Global Chair, Health Practice, FINN Partners. Insights and analytics, in collaboration with Galen Growth, tracking Digital Health collaboration, adoption, integration, and best practices across the leading US Health Systems. There is a section about focus areas for digital health in health systems and hospitals. The most active health systems are partnering more in diagnosis and have a higher share of digital tools for research. Comprehensive breakout of digital health activities at the Top 10 players: Mayo, Mount Sinai, Cleveland Clinic, Sloan Kettering, Massachusetts General, Northwell, Cedars Sinai, Brigham & Women's, InterMountain. Global breakout of health systems with digital health partnerships at scale. Geographical breakout of digital health partner headquarters (by region). Strong preference for B2B business model. 1/3 of digital health partnerships with Early Stage venture companies. Emphasis is on strong clinical evidence. Portfolio size allows greater diversity. Cluster distribution depends on therapeutic area. Digital health analytics breakout including alpha score, venture similarity score, venture valuation, team signal, partnership signal, evidence signal.
Course Syllabus (Digital Rosh): The Future of Digital Medicine- Biology, Gene...Levi Shapiro
Syllabus for the Future of Digital Medicine course, 2023- Biology, Genetics, Technology and BioInformatics. Includes lectures from Noam Shomron, Michal Rosen-Zvi, Eyal Zimlichman, Gila Tolub, Dana Bar-On, Yesha Sivan, Vladi Dvoryis, Varda Shalev, Avi Schroeder, Christian Tidano, Eyal Toledano.
Building Your Employer Brand with Social MediaLuanWise
Presented at The Global HR Summit, 6th June 2024
In this keynote, Luan Wise will provide invaluable insights to elevate your employer brand on social media platforms including LinkedIn, Facebook, Instagram, X (formerly Twitter) and TikTok. You'll learn how compelling content can authentically showcase your company culture, values, and employee experiences to support your talent acquisition and retention objectives. Additionally, you'll understand the power of employee advocacy to amplify reach and engagement – helping to position your organization as an employer of choice in today's competitive talent landscape.
Brian Fitzsimmons on the Business Strategy and Content Flywheel of Barstool S...Neil Horowitz
On episode 272 of the Digital and Social Media Sports Podcast, Neil chatted with Brian Fitzsimmons, Director of Licensing and Business Development for Barstool Sports.
What follows is a collection of snippets from the podcast. To hear the full interview and more, check out the podcast on all podcast platforms and at www.dsmsports.net
Discover timeless style with the 2022 Vintage Roman Numerals Men's Ring. Crafted from premium stainless steel, this 6mm wide ring embodies elegance and durability. Perfect as a gift, it seamlessly blends classic Roman numeral detailing with modern sophistication, making it an ideal accessory for any occasion.
https://rb.gy/usj1a2
Taurus Zodiac Sign: Unveiling the Traits, Dates, and Horoscope Insights of th...my Pandit
Dive into the steadfast world of the Taurus Zodiac Sign. Discover the grounded, stable, and logical nature of Taurus individuals, and explore their key personality traits, important dates, and horoscope insights. Learn how the determination and patience of the Taurus sign make them the rock-steady achievers and anchors of the zodiac.
SATTA MATKA SATTA FAST RESULT KALYAN TOP MATKA RESULT KALYAN SATTA MATKA FAST RESULT MILAN RATAN RAJDHANI MAIN BAZAR MATKA FAST TIPS RESULT MATKA CHART JODI CHART PANEL CHART FREE FIX GAME SATTAMATKA ! MATKA MOBI SATTA 143 spboss.in TOP NO1 RESULT FULL RATE MATKA ONLINE GAME PLAY BY APP SPBOSS
IMPACT Silver is a pure silver zinc producer with over $260 million in revenue since 2008 and a large 100% owned 210km Mexico land package - 2024 catalysts includes new 14% grade zinc Plomosas mine and 20,000m of fully funded exploration drilling.
Top mailing list providers in the USA.pptxJeremyPeirce1
Discover the top mailing list providers in the USA, offering targeted lists, segmentation, and analytics to optimize your marketing campaigns and drive engagement.
Event Report - SAP Sapphire 2024 Orlando - lots of innovation and old challengesHolger Mueller
Holger Mueller of Constellation Research shares his key takeaways from SAP's Sapphire confernece, held in Orlando, June 3rd till 5th 2024, in the Orange Convention Center.
The 10 Most Influential Leaders Guiding Corporate Evolution, 2024.pdfthesiliconleaders
In the recent edition, The 10 Most Influential Leaders Guiding Corporate Evolution, 2024, The Silicon Leaders magazine gladly features Dejan Štancer, President of the Global Chamber of Business Leaders (GCBL), along with other leaders.
At Techbox Square, in Singapore, we're not just creative web designers and developers, we're the driving force behind your brand identity. Contact us today.
Understanding User Needs and Satisfying ThemAggregage
https://www.productmanagementtoday.com/frs/26903918/understanding-user-needs-and-satisfying-them
We know we want to create products which our customers find to be valuable. Whether we label it as customer-centric or product-led depends on how long we've been doing product management. There are three challenges we face when doing this. The obvious challenge is figuring out what our users need; the non-obvious challenges are in creating a shared understanding of those needs and in sensing if what we're doing is meeting those needs.
In this webinar, we won't focus on the research methods for discovering user-needs. We will focus on synthesis of the needs we discover, communication and alignment tools, and how we operationalize addressing those needs.
Industry expert Scott Sehlhorst will:
• Introduce a taxonomy for user goals with real world examples
• Present the Onion Diagram, a tool for contextualizing task-level goals
• Illustrate how customer journey maps capture activity-level and task-level goals
• Demonstrate the best approach to selection and prioritization of user-goals to address
• Highlight the crucial benchmarks, observable changes, in ensuring fulfillment of customer needs
Anny Serafina Love - Letter of Recommendation by Kellen Harkins, MS.AnnySerafinaLove
This letter, written by Kellen Harkins, Course Director at Full Sail University, commends Anny Love's exemplary performance in the Video Sharing Platforms class. It highlights her dedication, willingness to challenge herself, and exceptional skills in production, editing, and marketing across various video platforms like YouTube, TikTok, and Instagram.
Best practices for project execution and deliveryCLIVE MINCHIN
A select set of project management best practices to keep your project on-track, on-cost and aligned to scope. Many firms have don't have the necessary skills, diligence, methods and oversight of their projects; this leads to slippage, higher costs and longer timeframes. Often firms have a history of projects that simply failed to move the needle. These best practices will help your firm avoid these pitfalls but they require fortitude to apply.
1. May 2021
Privileged and Confidential
King & Spalding Overview
Special Purpose Acquisition Companies
PREPARED FOR:
2. 2
Table of Contents
SPAC Overview 3
Appendix 1: SPAC Execution and
Process
12
Appendix 2: Public Company
Considerations for SPAC Targets
19
Appendix 3: Securities Law
Considerations / Differences for SPACs
24
Our Firm 28
4. Explosive Growth in SPAC IPOs
4
Source: SPACInsider as of April 30, 2021
~$47.1B
2009 to 2019 Gross Proceeds Raised
~$184.2B
2020 and YTD 2021 Gross Proceeds
Raised
427
SPACs looking for acquisition as of
April 30, 2021
U.S. SPAC IPOs (Annual)
Special Purpose Acquisition Company (SPAC) IPOs have exploded in popularity
The gross proceeds for U.S. SPAC IPOs in 2020 and YTD in 2021 have far surpassed the aggregate gross
proceeds raised by all SPAC IPOs over the previous 10 years combined
While March 2021 set the record for the most SPAC IPOs ever (109) in a calendar month, increased regulatory
scrutiny contributed to a sharp drop off in SPAC IPOs in April 2021 (13)
0
50
100
150
200
250
300
350
$0
$20
$40
$60
$80
$100
$120
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
YTD
Gross Proceeds ($BN) Deal Count
5. Sharp Drop in Recent SPAC IPOs
5
Source: SPACInsider as of April 30, 2021
U.S. SPAC IPOs (Monthly)
Regulatory Warnings Put a Halt to Recent Surge in SPAC IPOs
0
20
40
60
80
100
120
$0
$5
$10
$15
$20
$25
$30
$35
$40
Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21
Gross Proceeds ($BN) Deal Count
Accounting Issue Opens ‘Pandora’s Box’ of Possible SPAC
Financial Restatements
“Extension requests, delisting notifications and refiled financials are
beginning to litter the SPAC market weeks after officials at the U.S.
Securities and Exchange Commission tripped up the blank-check
bonanza with new guidance on how to account for warrants.”
May 3, 2021
SEC Warns SPACs Aren’t a Way to Avoid Securities Laws
“The SEC has a fresh warning for the booming SPAC market: Blank-
check companies aren’t an end-around to avoid disclosing key
information to investors. Claims that promoters face less legal liability
than a traditional public offering are “uncertain at best,” said John Coates,
the acting director of the agency’s corporation finance division.”
April 9, 2021
6. 6
Completed SPAC Acquisitions by Industry
* Logos included for SPAC deals with an implied EV greater than or equal to $1B, per SPACInsider as of April 30, 2021
** Grouped by GICS Sector Name with K&S Adjustments (e.g., Electric Vehicle / Battery)
95 SPAC Acquisitions completed in 2020 and YTD 2021
7. IPO Phase
SPAC Execution Phase
30M Units
7
Illustrative Economics for SPAC Funding
8M Warrants
for $8M
20% Sponsor Promote –
7.5M Founder Shares
(for $25k)
$300M Investment
100% Ownership by
SPAC
~68% Ownership to Target
Company Shareholders
10M Shares
$100M Investment
At Risk IPO Fees
M&A Fees
$1M
$6M
$1M
$4M
$10.5M
$16M
$7.5M
SPAC
IPO Investors
Target Company
Sponsor
PIPE Investors
Underwriter
Other Advisors
Working Capital
Deferred Underwriting Fees
PIPE Fees
Buy/Sell Side Banker Fees
Other
Refer to pg. 8 for additional
details regarding the
illustrative sources & uses
within a SPAC structure
8. 8
SPAC Structure
Units are typically sold at $10 per unit, with 100% of the cash raised in
the IPO being placed into a trust account
Cash in the trust account is not released until the SPAC completes its
initial acquisition, or if the SPAC must make a redemption of Class A
common stock at the end of its lifespan
Number of public warrants per unit varies from about 1/2:1 to 1/5:1,
but there is no restriction
• Warrants are intended to compensate investors for tying up funds
with no immediate returns
SPACs will raise 1/5th to 1/3rd of the equity value of the target they
ultimately expect to acquire (minimizes dilutive impact of sponsor’s
shares)
The Class A common stock and the public warrants will separate –
the public shareholders can opt to have their Class A common stock
redeemed if they do not like the acquisition selected by the sponsor,
but still get to keep their warrants
Class A Common Stock Public Warrant
Sponsor will pay a nominal amount ($25,000) for Class B common
stock equal to 20% of the total shares outstanding following
completion of the IPO
• These shares automatically convert into Class A common stock at
the initial acquisition on a one-for-one basis unless conversion is
waived
• Exchange ratio is adjusted to provide anti-dilution protection if
additional Class A common stock is issued (excluding shares
issued to the acquisition target)
Sponsor will also purchase warrants (or units representing warrants
and common stock) in a private placement to fund the IPO and
operating expenses of the SPAC
Sponsor may also make a working capital loan to the SPAC to further
fund operating expenses
• These loans can be structured to convert into additional warrants /
units at the private placement price
Private Warrant / Units Class B Common Stock
Public Shareholders Sponsor
Illustrative Sources & Uses From SPAC IPO (in thousands)
Sources Uses
IPO Sale of Units 300,000 Fund Trust Account 300,000
Sale of Private Warrants to Sponsor 8,000 Underwriting Discount (1) 6,000
Total Sources 308,000 IPO Expenses 750
Post-IPO Working Capital 1,250
Total Uses 308,000
Typical SPAC IPOs sell units, consisting of one share of Class A common stock and a fraction of a warrant –
sponsors typically receive Class B common stock and additional warrants in a private placement
(1) Typical underwriting discount is 5.5%, but 3.5% is usually deferred until an acquisition occurs
9. 9
SPAC Execution Overview
Prepare
Negotiate
Market
Sign
Vote/
Marketing
Close
• Enter into LOI with
SPAC sponsor
• Appoint advisers and
define the timetable
• Resolve capital
structure issues
• Evaluate potential
accounting issues
• Evaluate Board
composition
• Negotiate definitive
transaction agreement
• Negotiate other
material agreements
• Draft S-4/proxy
statement for
acquisition
• Prepare financials
(audited and unaudited
stub period required)
• Conduct financial,
business and legal due
diligence
• Enter into Investor
NDAs
• Engage investors
(management
presentations, etc.)
• Market PIPE
transaction
• Finalize transaction
agreement
• Finalize financials
• Finalize S-4/proxy
statement for
acquisition
• Execute transaction
agreement and PIPE
• File for HSR approval,
if needed
• File S-4/proxy
statement for
acquisition
• Respond to SEC
comments as needed
• Receive SEC
clearance for S-4/proxy
statement
• Hold SPAC
shareholder vote to
approve acquisition
• Meet with key
institutional
shareholders
The SPAC Business Combination process typically takes 3 – 6 months from start to finish
• Complete closing
mechanics
• Establish investor
relations function
• Begin executing on
public company
strategic plan
• Research analyst
coverage
• File Super 8-K
Signing to Closing approximately 120 days
Timeline slightly longer in 2021 due to significant SPAC retail
ownership post announcement, which has lengthened the
SPAC shareholder solicitation process
LOI Draft to Signed Agreement 60 days
Timeline can vary based on breadth of SPAC-off process
and strength of the PIPE market at any given time
10. 10
SPAC Advantages
For the Target For the Sponsor
For the SPAC IPO Investors
• Faster Path to liquidity (relative to IPO) when traditional
sell-side opportunities are constrained
• Go public during periods of market instability
• Ability to include financial projections in PIPE marketing
materials and proxy statement for approval of business
combination, not available in IPO (equals ability to price
in forward projections) – NOTE: this is more uncertain
based on SEC guidance.
• Public markets or capital to fund operations/growth
• Ability to structure transaction, including cash-out to
existing owners and earn-outs, not available in IPO
• Ability of existing owners to share meaningfully in future
growth via stock rollover not available in exit via sale
• Pre-funding acquisition strategy
• Greater flexibility, broader base of potential investors
and greater ease in capital raising vs. traditional private
equity
• Platform to monetize proprietary deal flow
• Potentially very attractive upside
• More credibility with seller with cash in trust
• Ability to leverage cash in trust and fund larger
acquisitions
• Possible Serial SPACs
• Opportunity to co-invest with successful founders
• Liquidity of investment
• Downside protection until closing of business combination
11. 11
Recent Developments
• Widespread inquiry from Enforcement into internal bank policies and procedures regarding
SPACs, along with transaction information
• Raised a number of questions, including whether the Private Securities Litigation Reform Act
safe harbor for projections used in SPAC transactions applies
• His remarks suggest that the SEC staff has concluded that a de-SPAC transaction might better
fit within the definition of an IPO, and therefore be outside the safe harbor for projections
• This has led to numerous restatements (with more to come) and caused SPACs in the pipeline
for IPOs to evaluate the appropriate accounting treatment / potential changes to warrant terms
• Shook the market; contributed to the April SPAC slowdown
Late March – SEC SPAC Sweep
April 8 – Statement from Acting Director of the Division of Corporate Finance
April 12 – SEC Guidance Indicating that Warrants May be Considered Liabilities
13. • Unlike previous SPAC activity, the increasing number of SPAC IPOs has resulted in heightened competition for quality
acquisition targets
• Referred to as a “SPAC-off”, potential targets will meet with multiple SPACs that fit their industry profile and capital needs in
hopes of negotiating a better deal
• In companies’ views, the closer a SPAC gets to forced liquidation, the more flexible their sponsors are likely to be
13
• While the ultimate structure of any de-
SPAC transaction is limited to what
was included in the IPO prospectus,
SPACs do have the ability the
negotiate a number key deal terms
• As summarized in the following slides,
flexibility on these key deal terms
could help a SPAC set itself apart from
other competing SPACs
• Additionally, SPACs with a
management team and/or board
possessing significant industry and/or
public company experience may be
extremely appealing to acquisition
targets
• Similarly, management teams that are
able to provide the target company
with continued access to capital
markets may be viewed more
favorably in a competitive transaction
Considerations
Competition in SPAC Transactions
*Per SPACInsider as of April 30, 2021, KBL Merger Company IV and LifeSci Acquisition Corporation implied enterprise value TBD
95 SPAC acquisitions completed in 2020 and 2021 YTD with implied enterprise
values ranging from ~$28MM to ~$16BN:
0
5
10
15
20
25
30
≤ 500 (501 - 1,000) (1,001 - 1,500) (1,501 - 2,000) >2000
SPAC
Acquisitions
Completed
(#)
Implied Enterprise Value ($MM)
14. 14
First Steps for Targets Evaluating a SPAC Transaction
1. Pick the Right Team. Before embarking on a SPAC transaction, you should line up the right advisors to guide
you through the process, including legal advisors, a sell-side investment banker, a strong PCAOB qualified
independent auditor and accounting advisory consulting help
2. Ready Your Projections. Your projections will be evaluated by SPAC suitors, PIPE investors and ultimately
the public markets – they need to be rock solid – because you will be stuck with them
3. Pick the Right Sponsor. A SPAC is not just a means to go public. You will navigate the SPAC process and
the public markets with your SPAC partner. Picking the SPAC that is the right cultural “fit” is more important than
winning every deal point or getting the last valuation dollar. Experience and track record matter
4. Get Your House in Order. As outlined in the first section of the presentation, you need to ready the company
to enter the public markets – there is no shortcut to Public Company Readiness. You just have to do the work
5. Make Sure Your Owners Are Aligned. The governance and investment documents of most public
companies just don’t work when it comes to a SPAC. It is critical that your owners are on the same page because it
is likely that you will need to amend your existing capitalization documentation to make a SPAC merger possible
6. Don’t Underestimate the Costs. SPAC deals aren’t cheap and being a public company = more
overhead. When working through minimum cash requirements for a SPAC transaction you should get a clear
picture of likely costs. In addition, you should work with your advisors to get a solid estimate of go-forward public
company costs when building your projections. Among other items, D&O costs for de-SPACed companies has
increased significantly in recent months
7. Evaluate vs. Other Strategic Alternatives. A SPAC transaction is just one of several strategic alternatives
available to most companies. You should keep an open mind to all options
15. 15
SPAC Execution Risks
Scale of Risk as Timeline Progresses
Evaluate
SPAC / IPO /
Sale
Execute
Merger
Agreement /
Raise PIPE
Begin
Negotiating
LOI
File S-4 /
Proxy
Execute LOI
SPAC
Shareholder
Meeting /
Redemptions
Closing
• Continue evaluating deal terms with multiple SPACs until LOI is executed; leverage the competitive dynamic to
improve terms
• Backload due diligence until post-LOI, but interact sufficiently with SPAC sponsors to assess the right “fit”
• Be wary of SPACs that want to announce based on a signed LOI or a signed Merger Agreement before a PIPE is
committed in order to extend the life of the SPAC – risk of failure is much higher
• Prepare target sections of S-4 (target to draft) in concert with negotiating merger agreement to minimize time
period and transaction risk post-signing / pre-SEC filing
Key Considerations for Targets Throughout the Timeline
Higher
Risk
Lower
Risk
16. 16
De-SPACing - Due Diligence
• Unlike a typical merger (or reverse merger), due diligence is somewhat simplified for the
Target company (since the SPAC is not a typical “shell company” or an operating company
with legacy liabilities)
Although the target can and should perform reviews of the SPAC’s sponsor, investors,
and potential management structure post-merger
• Conversely, the SPAC will undertake full diligence of the target, focusing on the following,
among others
Legal Capitalization
Business & Financial
Financial Statements
Projections
Management Team
Employment Agreements
Legal Proceedings
Leases / Other Commercial
Agreements
Regulatory Issues
Other Material Contracts
Equity Capitalization
Outstanding Debt
Treatment of Equity in SPAC Deal
Equity Incentive Plans
17. 17
SPAC Litigation
• Cases are being filed in state courts under state law “duty of disclosure” theories and in federal courts for
alleged violations of the federal securities laws
• Whether any of these suits prevail remains to be seen, but we expect they will proliferate as more plaintiffs’
firms chase these transactions; thus, it’s important for sponsors and their D’s and O’s to mitigate risk
through indemnification, insurance, and forum selection provisions
Given recent deal volume, many commentators anticipate a surge in SPAC-related litigation in 2021
• Deal disclosures are subject to Securities/Exchange Act
liability, but aren’t vetted as rigorously as an IPO
Rules for civil and/or regulatory liability include 10(b)
and Rule 10b-5, 14(a) and Rule 14a-9, Section 11,
Section 12, Section 16, state law claims (e.g. business
judgment)
• Chatter around the PIPE process or subsequent
disclosure issues can negatively impact investments or
cause reputational risks
• Target projections must also be disclosed and, despite
any warnings to the contrary, may be relied on by the
market
Material Non-Public / Disclosure Risks
• There is a growing trend of SPAC shareholder lawsuits
being filed immediately after initial business combination
announcements
These lawsuits seek both money damages and
injunctive relief to prevent the transaction from coming
to fruition
Plaintiffs generally contend that there was a failure to
adequately disclose conflicts of interest between
management and shareholders and/or other material
facts about the proposed merger; and, as a result,
shareholders are not afforded the opportunity to make
an informed decision whether to redeem their shares
or participate in the proposed transaction
Shareholder Lawsuits
18. 18
SPAC Regulatory Risks
In 2020, the SEC made a series of public statements indicating a major focus on the disclosure of
sponsor compensation to investors / pay structures for generally. With a SEC shift in priority from
protecting Main Street to prosecuting Wall Street, the criticism surrounding the disparity in incentives
will continue. Further, in 2021 the SEC made a series of statements which indicate significant
increasing scrutiny on SPACs.
• In late December, the SEC’s Division of Corporate
Finance issued guidance highlighting the potential for
conflicts of interest between SPAC officers, directors and
management teams and public shareholders
The SEC warned that SPACs “should consider
carefully its disclosure obligations” as they relate to
conflicts of interest under federal securities laws
SEC Focus on Conflict of Interest
• Antitrust is a major focus/growth area/priority for
regulators
• Collusion/bid rigging – demand for targets exceeds supply
• Concentration risk – although one acquisition won’t give
rise to scrutiny, entities or individuals with multiple SPACs
and targets should be conscious of anything that could
“substantially lessen competition”
Antitrust Risks
• April 8 statement from Acting Director of Corp Fin raised a
number of questions, including whether the PSLRA safe
harbor for forward-looking statements applies.
• April 12 guidance indicates that warrants may be
liabilities, which will necessitate restatements.
SEC 2021 Focus
• Insider Trading - Prior to the public disclosure of the
target, insiders with material non-public information (e.g.
offer pricing, dilution, etc.) could trade on shares
• Timeline/Due Diligence - SPACs operate on an
accelerated timeline, which conflicts with the need to have
a robust due diligence process
Other Risks
20. 20
Public Company Readiness
“[Public Company] Readiness involves the acceptance and implementation of
change – not just by executive management, but throughout every aspect of
your business, organization and corporate culture.”
—GUIDE TO GOING PUBLIC
Accounting Considerations
• Confirm auditor independence under Public Company
Accounting Oversight Board standards and standing of
current audit firm
• Have auditors subject financial statements to public
company audit requirements
• Prepare any required additional public company
financial statement schedules or disclosures
• Ensure quarterly closings include all cut-offs, accruals
and tax reporting performed at year-end
• Formalize projection and forecasting process
• Benchmark key performance indicators against peers
• Prepare for compliance with SOX 404 and SOX
302/906 (creating, documenting and testing of internal
controls)
• Consider any cheap stock issues for recent and future
equity awards
Financial Statements for Acquisitions
• An acquisition is significant if any of the following three
tests are above the 20% level:
Investment test
Total asset test
Pre-tax income / revenue test
• Historical financial statements for acquisitions are
required in the IPO prospectus as follows:
>20% but <40% - audited financial statements for
most recent fiscal year
>40% - audited financial statements for the two
most recent fiscal years
• Article 11 pro forma financial statements are required
whenever historical financial statements for an acquired
entity are required
21. 21
Additional Financial Disclosure
Discussion Topics
Financial Statements to be Included for SPAC Targets
• Three years but two years if:
Target would qualify as SRC
SPAC is EGC, SPAC has not filed first 10-K, and
target would qualify as EGC if it were conducting IPO
• Any acquisition financials required; complete 3-05 analysis
• Public company additions to existing footnote disclosure
• Selected financial data presentation
• Discuss other metrics / non-GAAP measures
“The preparation of SEC-compliant financials and the
development of the capability to produce these in a
timely way going forward is almost without exception
always the ‘longest pole’ in the IPO timeline and the
area most demanding of the up-front investment of
resources.”
—INITIAL PUBLIC OFFERINGS: CONSIDERATIONS FOR BUSINESS
OWNERS AND EXECUTIVES TAKING THEIR COMPANY PUBLIC
Sarbanes-Oxley Section 404(b)
• EGCs are exempt from the requirement to provide an auditor
attestation of internal control over financial reporting; exemption
continues for as long as the company maintains EGC status (up to
five years)
• SPACs that qualify as EGCs enjoy this same exemption, but the five-
year time period runs from the SPAC IPO, not the date the SPAC
acquires a target
Quarterly Reviews by Auditors
• Comparable period information for prior year (e.g., 2020 information
for 2021 SPAC transaction)
• Confirm no requirement by auditors for audits of stub periods
Other Considerations
• MD&A
Evaluate / discuss segment reporting
Consider any operational / reporting line / information
packages to CODMs changes
Discuss preparation of MD&A template
• Forecasting / model for research analysts
• SOX readiness / internal control documentation / internal audit
• Information / accounting systems
• Consulting help / additional personnel needs, if any
• Audit Committee membership / documentation
• Comfort letter process
• Any accounting issues to preview with the SEC
• Technical accounting memos
• Other specific accounting issues
• Establish internal audit function
22. 22
Other Public Company Readiness
Considerations
Corporate Governance Considerations
• Having the right Board and executive team
• Evaluate use of staggered Board
• Determining whether to utilize “controlled company”
exemption
• Evaluate additional prospects to serve as independent
members of the Board
• Reorganize and memorialize related-party arrangements
• Formalize employment agreements and equity-oriented
arrangements (post-SPAC compensation arrangements)
Other Considerations
• Develop the public company “story” – the investment thesis
and the strategy
• Evaluate corporate structure changes and taxation
implications
• Build public company reporting infrastructure, as needed,
including by ramping up hiring in financial reporting and
legal functions
• Prepare background materials for SPAC-off and initial
meeting with bankers, including views on forward
projections
• Executive compensation program review; evaluate use of
compensation consultant
“Challenging accounting and financial reporting issues are the mere tip of
the iceberg in terms of [public company] preparation. The greater challenge
is looking across major functions to identify which areas may need to be
created or enhanced to prepare the company to become a public company.”
—ROADMAP FOR AN IPO
Post-SPAC Proxy Advisory Services
• As part of a corporate governance review process, the target should be mindful of post-SPAC reviews that ISS, Glass Lewis and
others will perform on an annual basis
• It is important to evaluate voting guidelines of the proxy advisory services and large institutional shareholders to avoid directors
receiving withhold recommendations when up for reelection
23. 23
Board and Committee Independence
(Non-Controlled Company)
At Listing Within 90 Days Within One Year
Majority
Independent
Board
None None Majority Independent
Independent
Audit
Committee
At least one independent member at listing
(at least 1 total member, typically 3)
Majority of independent
members
(at least 2 total members,
typically 3)
Fully independent
(at least 3 total
members)
Audit
Committee
Financial
Expertise
All members must be financially literate and one
member must be a financial expert
Same Same
Independent
Compensation
Committee
At least two independent members needed to form
a subcommittee for Section 16 purposes
(typically 3 total members)
Majority of independent
members
(typically 3 total
members)
Fully independent
(typically 3 total
members)
Independent
Nominating /
Governance
Committee
At least one independent member at listing
(typically 3 total members)
Majority of independent
members
(typically 3 total
members)
Fully independent
(typically 3 total
members)
In the case of a SPAC transaction, phase-in periods beginning at listing apply from the time of the SPAC IPO, not the time of the SPAC’s acquisition of a target.
25. 25
Securities Law Treatment Generally
Description
IPO Companies
Generally
Legacy SPAC
Form S-8
• Permits companies to quickly and efficiently
register securities issuable under employee benefit
plans for offer to directors, officers and employees
with limited disclosure requirements
• Use generally
permitted
immediately
following IPO
• Use not permitted for at least 60
days following the date the SPAC
files its public Form 10 information
Rule 144
• Permits security holders to sell restricted securities
after a six-month holding period, subject to certain
limitations
• Provides a non-exclusive safe harbor from being
deemed to be a statutory underwriter
• Use permitted at
any time (pre- or
post-IPO)
• Use not permitted until at least one
year following the date the SPAC
files its public Form 10 information
Rule 145
• Deems affiliates of target companies to be
statutory underwriters absent compliance with Rule
145
• Scope of permitted resales generally tracks that
under Rule 144
• Not applicable in
an IPO
• Use not permitted until at least one
year following the date the SPAC
files its public Form 10 information
WKSI Status
• Allows companies to access the capital markets for
registered offerings without SEC review (among
other benefits)
• Qualification as a
WKSI is common
one-year post-IPO
• Not eligible to be treated as a WKSI
for at least three years following the
date the SPAC ceases to be a shell
company
“Baby” Shelf
• Permits companies with a public float of less than
$75 million to use short form registration
statements for certain primary offerings
• Available one-year
post-IPO
• Not available until at least one year
following the date the SPAC files its
public Form 10 information
Incorporation
by Reference
into Form S-1
• Allows companies to incorporate previously filed
material by reference into registration statements,
speeding up the registration process and
minimizing transaction costs
• Available after the
company files its
first Form 10-K
• Not available for at least three years
following the date the SPAC ceases
to be a shell company
26. 26
Securities Law Transfer Limitations (Proxy)
SPAC IPO Investor
Target
Sponsor PIPE Investor
Affiliate Non-Affiliate
Common stock
(other than
promote shares)
• Freely transferable
• No lock-up
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 145)
• 180-day lock-up typical
• Sale requires
registration, which may
not be provided
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• Depending on size of the
holder, 180-day lock-up
typical
• Not typically applicable
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• No lock-up
• Sale requires registration
• Sale typically registered
30 days post transaction
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• No lock-up
Promote shares • Not applicable • Same as Sponsor • Same as Sponsor
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• One year lock-up typical,
with early release based
on stock price
• Same as Sponsor
Public Warrants
• Freely transferable
• No lock-up
• Cash exercise
requires registration
• Not applicable • Not applicable
• Not typically applicable
• If applicable, same as
common stock (other
than promote shares)
• Cash exercise requires
registration
• Not applicable
Private /
Working Capital
Warrants
• Not applicable • Same as Sponsor • Same as Sponsor
• Sale or cash exercise
requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• 30-day lock-up typical
• Same as Sponsor
27. 27
Securities Law Transfer Limitations (S-4)
SPAC IPO Investor
Target
Sponsor PIPE Investor
Affiliate Non-Affiliate
Common stock
(other than
promote shares)
• Freely transferable
• No lock-up
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 145)
• 180-day lock-up typical
• Freely transferable
• Depending on size of the
holder, 180-day lock-up
typical
• Not typically applicable
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• No lock-up
• Sale requires registration
• Sale typically registered
30 days post transaction
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• No lock-up
Promote shares • Not applicable • Same as Sponsor • Same as Sponsor
• Sale requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• One year lock-up typical,
with early release based
on stock price
• Same as Sponsor
Public Warrants
• Freely transferable
• No lock-up
• Cash exercise
requires registration
• Not applicable • Not applicable
• Not typically applicable
• If applicable, same as
common stock (other
than promote shares)
• Cash exercise requires
registration
• Not applicable
Private /
Working Capital
Warrants
• Not applicable • Same as Sponsor • Same as Sponsor
• Sale or cash exercise
requires registration
• Absent registration, sale
permissible one year
after the SPAC files its
Form 10 information (see
Rule 144)
• 30-day lock-up typical
• Same as Sponsor
29. 29
King & Spalding SPAC Team
Keith Townsend
Partner
Atlanta
ktownsend@kslaw.com
+1 404 572 3517
Zach Cochran
Partner
Atlanta
zcochran@kslaw.com
+1 404 572 2784
Michael Hamilton
Partner
Houston
mhamilton@kslaw.com
+1 713 276 7404
Kevin Manz
Counsel
New York
kmanz@kslaw.com
+1 212 556 2133
Heath Trisdale
Partner
Houston
htrisdale@kslaw.com
+1 713 276 7405
Zack Davis
Senior Associate
Atlanta
zdavis@kslaw.com
+1 404 572 2770
Shahla Hazratjee
Associate
Houston
shazratjee@kslaw.com
+1 713 276 7388
Elizbeth Morgan
Partner
New York
emorgan@kslaw.com
+1 212 556 2351
Robert Benson
Partner
Atlanta
rbenson@kslaw.com
+1 404 572 2445
Jonathan Melmed
Partner
New York
jmelmed@kslaw.com
+1 212 556 2344
Rahul Patel
Partner
Atlanta
rpatel@kslaw.com
+1 404 572 4754
John Anderson
Partner
Atlanta
john.anderson@kslaw.com
+1 404 572 3529
Brian Ashin
Partner
Washington, D.C.
bashin@kslaw.com
+1 202 626 2380
Alan Noskow
Partner
Washington, D.C.
anoskow@kslaw.com
+1 202 626 5572
CAPITAL MARKETS AND M&A
Dan Kahan
Partner
Northern Virginia
dkahan@kslaw.com
+1 703 245 1003
Ray Baltz
Partner
Atlanta
rbaltz@kslaw.com
+1 404 572 4715
Tim Fesenmyer
Partner
New York
tfesenmyer@kslaw.com
+1 212 556 2336
Jonathan Newton
Partner
Houston
jnewton@kslaw.com
+1 713 276 7382
Enrico Granata
Partner
New York
egranata@kslaw.com
+1 212 556 2346
Ted Keim
Partner
Chicago
tkeim@kslaw.com
+1 312 764 6903
Laura Bushnell
Partner
Silicon Valley
lbushnell@kslaw.com
+1 650 422 6713
Tom Knox
Partner
Northern Virginia
tknox@kslaw.com
+1 703 245 1010
Tim FitzSimons
Partner
Chicago
tfitzsimons@kslaw.com
+1 312 764 6959
Lucy Ratchford
Associate
Atlanta
lratchford@kslaw.com
+1 404 572 4624
30. 30
King & Spalding SPAC Team
Rich Fields
Partner
New York
rfields@kslaw.com
+1 212 556 2134
CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
& BENEFITS
Jeanie Cogill
Partner
New York
jcogill@kslaw.com
+1 212 556 2161
Jake Downing
Partner
Chicago
jdowning@kslaw.com
+1 312 764 6935
Laura Westfall
Partner
New York
lwestfall@kslaw.com
+1 212 556 2263
TAX
John Sweet
Partner
New York
jsweet@kslaw.com
+1 212 827 4382
Jonathan Talansky
Partner
New York
jtalansky@kslaw.com
+1 212 790 5321
Ted Markson
Partner
New York
emarkson@kslaw.com
+1 212 556 2307
Hap Shashy
Partner
Washington, D.C.
hshashy@kslaw.com
+1 202 626 5614
FINANCE
Amy Peters
Partner
Chicago
apeters@kslaw.com
+1 312 764 6914
Evan Palenschat
Partner
Chicago
epalenschat@kslaw.com
+1 312 764 6915
Ellen Snare
Partner
New York
esnare@kslaw.com
+1 212 556 2106
Carolyn Alford
Partner
Atlanta
czalford@kslaw.com
+1 404 572 3551
FINANCIAL ANALYSTS
Pat Spoth
Senior Financial Analyst
New York
pspoth@kslaw.com
+1 212 827 4041
Jeremy Pylypczak
Financial Analyst
New York
jpylypczak@kslaw.com
+1 212 827 4096
Gianna Lohnn
Financial Analyst
New York
glohnn@kslaw.com
+1 212 827 4309
REGULATORY
Aaron Lipson
Partner
Atlanta
alipson@kslaw.com
+1 404 572 2447
Andrew Michaelson
Partner
New York
amichaelson@kslaw.com
+1 212 790 5358
Katherine Kirkpatrick
Partner
Chicago
kkirkpatrick@kslaw.com
+1 312 764 6918
31. 31
Representative Experience: SPACs
advised
Chart Acquisition
Corp.
on its acquisition of
Tempus Intermediate
Holdings, LLC
advising
Multiple Target
Companies
in connection with sales
to SPACs
advised
on its initial public
offering
advised
on a reverse SPAC merger
by the Man Group for $3.4
billion
advised
on a reverse SPAC merger
with GigCapital3 for $823
million
advised
on its sale of Atkins
Nutritionals to a special
purpose acquisition
company for $730 million
advised
on its $1.2 billion merger
with Harmony Merger
Corp., a special purpose
acquisition company
advising
on $1.4 billion SPAC
merger with Tailwind
Acquisition Corp.
advised
equity holders on sale to
Mudrick Capital
Acquisition Corp.
advising
HCM Acquisition
Corp.
on its initial public
offering
advised
in its acquisition of STG
Group
advising
Multiple Newly-
Formed SPACs
in connection with IPOs
Hycroft Mining Corporation
Virgin Galactic
Ranpak Holdings Corp
OneSpaWorld Holdings Ltd
Verra Mobility Corp
Nikola Corporation
DiamondPeak Holdings Corp.
API Group
Trine Acquisition Corp.
Hennessy Capital Acquisition Corp.
Utz Brands
Kensington Capital Acquisition
Kensington Capital Acquisition
VelodynLidar
Switchback Energy Acquisition
Gores Metropoulos
Pivotal Investment Corporation II
Tortoise Acquisition Corp.
Vivint Smart Home Inc.
Vertiv Holdings
Forum Merger II Corporation
Spartan Energy Acquisition Corp.
Desktop Metal
Advised investors in trading in securities issued by the following SPACs / former SPACs:
advised
on the sale of
AdaptHealthHoldings to
DFB Healthcare
Acquisitions Corp.
advised
investor in PIPE
investment as part of
purchase of Desktop
Metal
advising
on its $3.9 billion SPAC
merger with Falcon
Capital
32. 32
King & Spalding: A Global Law Firm
• Celebrating more than 130 years of service, King &
Spalding is an international law firm that represents a
broad array of clients, including half of the Fortune
Global 100. The firm’s practice spans the full range of
transactional, litigation and regulatory work, with
substantial expertise in private equity-related matters.
• With 1,200 lawyers in 22 offices in the United States,
Europe, the Middle East and Asia, the firm has handled
matters in over 160 countries on six continents. Our
lawyers are consistently recognized for the results they
obtain, their uncompromising commitment to quality,
their customer service and responsiveness, and their
dedication to understanding the business objectives and
culture of our clients.
• Long-standing client relationships are one of the surest
barometers of a law firm’s success in meeting its clients’
needs for legal services. King & Spalding lawyers pride
themselves on developing continuing client relationships
that are productive, professional and collegial.
• King & Spalding represents more than 250 public companies,
including half of the Fortune Global 100.
• In its 2021 guide, Chambers Global identified King &
Spalding as having a leading practice in 59 different areas of
the law. In addition, King & Spalding lawyers earned 100
individual rankings in the guide.
• In the 2020 Chambers USA guide, King & Spalding lawyers
earned 141 individual recognitions and 48 practice rankings.
• King & Spalding is among the top law firms in the United
States advising on corporate governance matters according
to Corporate Board Member magazine.
• For the tenth consecutive year, King & Spalding earned high
marks in Multicultural Law Magazine’s list of “The Top Law
Firms for Diversity.”
• IFLR1000 has recognized King & Spalding as a top financial
and corporate law firm with 40 practices and 57 lawyers
ranked among the best in jurisdictions throughout the
Americas, Asia-Pacific and EMEA regions.
33. 33
King & Spalding: Global Reach
Abu Dhabi
Level 15, Al Sila Tower
Abu Dhabi Global Market Square
PO Box 130522
Au Dhabi
United Arab Emirates
Atlanta
1180 Peachtree Street, NE
Atlanta, GA 30309
Austin
500 West 2nd Street
Suite 1800
Austin, Texas 78701
Brussels
Bastion Tower
5 Place du Champ de Mars
1050 Brussels
Belgium
Charlotte
300 S Tryon Street
Suite 1700
Charlotte, NC 28202
Chicago
444 West Lake Street
Suite 1650
Chicago, IL 60606
Dubai
Al Fattan Currency House
Tower 2, Level 24
Dubai International Finance Centre
P.O. Box 506547
Dubai
United Arab Emirates
Los Angeles
633 West Fifth Street
Suite 1700
Los Angeles, CA 90071
Moscow
Tsvetnoy Bulvar, 2
127051 Moscow
Russian Federation
New York
1185 Avenue of the Americas
New York, NY 10036
Northern Virginia
1650 Tysons Blvd
4th Floor
McLean, VA 22102
Singapore
1 Raffles Quay
#31-01 North Tower
Singapore 048583
Tokyo
Shin Marunouchi Building, 12th
Floor
5-1, Marunouchi 1-chrome
Chiyoda-ku, Tokyo
100-6512
Japan
Washington, D.C.
1700 Pennsylvania Avenue, NW
Suite 200
Washington, D.C. 20006
Frankfurt
TaunusTurm
Taunustor 1
60310 Frankfurt am Main
Germany
Geneva
5 Quai du Mont Blanc
1201 Geneva
Switzerland
Houston
1100 Louisiana
Suite 4000
Houston, TX 77002
London
125 Old Broad Street
London, EC2N 1AR
Paris
12 Cours Albert 1 er
75008 Paris
France
Riyadh
Kingdom Centre, 20th Floor
King Fahad Road
PO Box 14702
Riyadh 11434
Saudi Arabia
San Francisco
101 Second Street
Suite 2300
San Francisco, CA 94105
Silicon Valley
601 South California
Avenue
Suite 100
Palo Alto, CA 94304
34. 34
About King & Spalding
1,200
Lawyers Across the World
“They're always willing
to go above and
beyond to help their
client.”
Chambers USA 2019
57
Practice rankings
earned in the 2020
Chambers Global
22
Abu Dhabi, Atlanta, Austin, Brussels, Charlotte,
Chicago, Dubai, Frankfurt, Geneva, Houston,
London, Los Angeles, Moscow, New York,
Northern Virginia, Paris, Riyadh, San Francisco,
Silicon Valley, Singapore, Tokyo, Washington, D.C.
“They are able to
combine their expertise
with international best
practice.“
Chambers Global 2020
"Their fundamental
knowledge and
experience base is
deep, they are
adaptable, agile in how
they deploy their
recommendations and
solutions[…]they're
very good to work with.“
Chambers Global 2020
“Every time we hit a
niche issue, they
always seem to have a
partner that has the
specific expertise we
need."
Chambers Global 2020
"We use them for our
most challenging or
high-profile litigation
matters; they are
consistently creative
and their work product
is universally
excellent.”
Chambers USA 2019
“King & Spalding's
reputation and
experience inspire
confidence and the
advice is timely given
and very focused.”
Chambers Asia-Pacific
2019
Offices Worldwide