Golock Capital, LLC v. VNUE, Inc.
The plaintiffs sued for breach of obligations on convertible promissory notes issued to the defendant. The defendant admitted it had not repaid the loans but contended that the rates of interest on the loans were “criminally usurious” and were, therefore, void. Following a bench trial, the U.S. District Court (New York) found that the interest rates were not usurious and ruled in favor of the plaintiffs, including an award for attorneys’ fees.
U.S. District Court (New York) Rules Interest Rates on Loans Are Not Usurious
The plaintiffs sued for breach of obligations on convertible promissory notes issued to the defendant. The defendant admitted it had not repaid the loans but contended that the rates of interest on the loans were “criminally usurious” and were, therefore, void. Following a bench trial, the U.S. District Court (New York) found that the interest rates were not usurious and ruled in favor of the plaintiffs, including an award for attorneys’ fees.
Warranting Further Discussion: Why the Use of Financing Warrants in ESOP Transactions Benefits American Workers
The leveraged Employee Stock Ownership Plan (ESOP) structure was created by US Congress to enable American workers to gain an equity interest in their companies without using their own funds. A critical component in the financing of leveraged ESOP transactions is a “warrant,” which enables corporate sponsors of ESOPs to access the financing necessary to facilitate purchases of company stock by ESOPs. Warrants also afford substantial benefits to ESOPs by providing downside risk for ESOP ...
In re Multiplan Corp. Stockholders Litig.
This case dealt with a motion to dismiss the claims of the plaintiffs (by the defendants) in a stockholder suit against a special purpose acquisition company (SPAC). The claims were primarily that the plaintiffs’ claims were derivative, which failed to plead demand futility and that the business judgment rule applied. Many of the parties’ arguments centered around unique characteristics of a SPAC. In concluding that the entire fairness standard of review applied, the Delaware Chancery Court noted that “the fact that a reasonably conceivable impairment of public stockholders’ redemption rights—in the form of materially misleading disclosures—has been pleaded in this case.” The case was to go forward against all but two defendants.
Delaware Chancery Court Allows Breach of Fiduciary Suit to Move Forward on a SPAC
This case dealt with a motion to dismiss the claims of the plaintiffs (by the defendants) in a stockholder suit against a special purpose acquisition company (SPAC). The claims were primarily that the plaintiffs’ claims were derivative, which failed to plead demand futility and that the business judgment rule applied. Many of the parties’ arguments centered around unique characteristics of a SPAC. In concluding that the entire fairness standard of review applied, the Delaware Chancery Court noted that “the fact that a reasonably conceivable impairment of public stockholders’ redemption rights—in the form of materially misleading disclosures—has been pleaded in this case.” The case was to go forward against all but two defendants.
Special Purpose Acquisition Companies: Practical Insights for Valuation Professionals
SPACs have become a common vehicle for management to take companies public. The valuation of SPAC shares and warrants often requires the use of more complex statistical techniques such as option pricing models and Monte Carlo simulation and a detailed review of contractual terms in the SPAC prospectus and securities agreements. Join Antonella Puca, who will focus on practical considerations and case studies. This webinar is meant to help you address the special challenges of ...
Private equity panel says market valuation multiples are down
The consensus of a panel of four private-equity partners at the Alliance of Merger & Acquisition Advisors (AM&AA) in Chicago, July 19, was that private equity funds are awash in capital to invest, but market value multiples are down from a year ago, and lenders have reduced tolerable debt-to-equity ratios for new loans. Thus, in spite of lower interest rates, the overall cost of capital is up from a year ago.