On February 22nd, 2021, Lucid Motors announced[1] its proposed merger with Churchill Capital Corp IV (NYSE: CCIV), combing at a transaction equity value equals to $11.75 billion. Merger with CCIV would allow Lucid to raise capital like a public company, bolstering the development and marketing of Lucid’s first luxury electrical vehicle, Lucid Air. As Lucid…

A disclosure schedule is very imprtant! In the process of putting together a merger or an acquisition of one company by another, there is a lot of negotiating to go on and a lot of representations made by the seller to impress the buyer.  Whether those representations are in writing or speaking, the buyer will…

Going Public There are many benefits, and some downsides, to taking a company public. Going public can be a great way to raise capital[1], monetize the investments of early investors[2], and achieve a higher profile in the market[3]. There are many benefits, and some downsides, to taking a company public. Going public can be a…

Why Reverse Mergers? Most people think “IPO” when they hear that a company is going public.[1]  A cheaper and faster alternative to the traditional IPO, however, is through a reverse merger. In a reverse merger, “the shareholders of the private company exchange their shares for a large majority of the shares of the public shell…

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) established, among other things, premerger notification thresholds that would trigger the necessity of some companies to notify the Federal Trade Commission (FTC) and observe a waiting period prior to consummation of certain corporate transactions.  Each year the FTC adjusts this threshold according to the gross national…

Former Lyondell shareholders may be set back by recent developments in the Lyondell bankruptcy case leaving Lyondell shareholders open to creditor fraudulent conveyance claims. Law360, New York (January 27, 2014, 1:17 PM ET).  Lisa Schweitzer writes, “On Jan. 14, 2014, the U.S. Bankruptcy Court for the Southern District of New York held that the Bankruptcy…

The Conglomerate Blog analyzes JPMorgan’s  (“JPMC”) complaint against the FDIC.   Basically, during the financial crisis when JPMC “acquired” WaMu, JPMC did so under an agreement that the FDIC would indemnify them, which JPMC says that they have failed to do. The Complaint states, among other things that: the FDIC-Receiver agreed to indemnify JPMC for, among…

This from The Official Delaware State Corporate Law Blog: Historically, business planners structured corporate mergers using either a single step (i.e., a vote of the stockholders to approve the merger at a meeting called for that purpose) or two steps (i.e., a public tender by the buyer for the target’s shares, followed by a meeting…