Blog

The Fifth Circuit Court of Appeals invalidated Nasdaq’s diversity disclosure rules, which required companies to disclose the racial, gender, and sexual orientation of their directors or explain non-compliance. The court ruled the rules conflicted with the Securities Exchange Act of 1934, finding they exceeded Nasdaq’s regulatory authority. The decision underscores limitations on self-regulatory organizations, emphasizing that exchange rules must align with the Act’s goals of preventing fraud and promoting fair markets.

A guide for entrepreneurs to navigate global M&A deals, understand competition laws, and avoid regulatory challenges in cross-border transactions.

TIKTOK INC. and Bytedance Ltd., Petitioners v. Merrick B. GARLAND OPINION Ginsburg, Senior Circuit Judge:

Earn-outs in M&A bridge valuation gaps by tying part of the purchase price to future performance. They offer upside potential but require careful structuring.

For founders and entrepreneurs, a Stock Purchase Agreement (SPA) outlines the terms of selling shares and sets the stage for what follows. Understanding core elements—price adjustments, representations and warranties, closing conditions, and indemnification—equips you to negotiate effectively, protect your interests, and ensure a smoother transition into your company’s next phase.