White & Case Advises DPC Holdings on $1.1B US IPO

A common misconception is that all shareholders need to agree before a company can be placed into liquidation, or that 50% will get it over the line. The answer lies right in the middle of the two. A shareholders' voluntary liquidation requires a special resolution, which needs 75% in number and value of the shareholder voting in favour to pass the resolution. For example, if there are four equal shareholders, three can pass the resolution. If the shareholding is 50%/50% both parties will need to be on board to have it pass. Similarly, 1/3 equal shareholders will require all parties agreeing. If your uncertain just ask the question and we can work out who needs to sign what. Things get a little spicier if there is a constitution for the company or similar document that set different percentages from the act.

🍾 Weil, Gotshal & Manges LLP and Linklaters have taken lead roles on the £3.1 billion take-private of listed facilities management group Mitie by rival OCS. The deal is the latest in a string of takeovers which have seen large UK companies taken off the London Stock Exchange. More here: https://lnkd.in/gJmaKq-Q

The IPO may transform a company’s access to capital, but the real change begins once the listing celebration is over. The first year afterwards is where the adjustment truly starts. From governance fatigue to disclosure discipline, from evolving market expectations to heightened visibility of management decisions, listed companies quickly learn that compliance alone is not enough. The challenge lies in embedding public company discipline into everyday operations — ensuring reporting, escalation, and governance processes remain consistent under continuous scrutiny. For the final series of #LifeAfterIPO, our Capital Market Partner, Hanny Marpaung, shares practical observations on how companies navigate this critical first year after listing. Explore our Capital Market & Securities Practice to see how ADCO Law supports clients in adapting to post‑IPO realities here: https://lnkd.in/gnt6pjK8, and contact us to help secure your adjustment after IPO. #ADCOLaw #Lawfirm #Business #Legal #CapitalMarket

After the excitement of listing fades, companies face a different challenge. Governance is no longer just something discussed during the IPO. It becomes part of everyday business and every important decision, all under the watch of the public market. That’s what this edition of Life After IPO is about.

Paul, Weiss Adds Rachel Phillips As Capital Markets Partner: Paul, Weiss, Rifkind, Wharton & Garrison LLP announced that Rachel Phillips has joined the firm as a partner in its Capital Markets Group within the Corporate Department, resident in New York. Phillips advises public companies, private equity sponsors, and underwriters on a range of capital markets transactions, including initial public offerings, follow-on offerings, and mergers and acquisitions. The post Paul, Weiss Adds Rachel Phillips As Capital Markets Partner appeared first on Pulse 2.0.

More Evidence that SPACs are Back and When to Consider a deSPAC | Deal Lawyers A new blog post by Senior Editor Meredith Ervine (including an alert from Freshfields). #IPO #deSPAC #transasctionlaw #capitalmarkets #corporatelaw #M&A https://lnkd.in/g4HKYhX4

Six weeks after closing the largest law firm merger in history, Hogan Lovells Cadwalader just lost an 11-lawyer team to a competitor. Sidley announced last week it had hired away a fund finance group from the newly combined firm: partners Brian Foster and Patrick Calves, three counsel, and six associates, all moving together to New York. Foster co-led fund finance at his prior firm. Per Bloomberg Law, the team worked on more than 200 transactions last year with over $30 billion in lender commitments — Sidley's numbers, not independently audited, but directionally the kind of book that doesn't move quietly. This isn't the first departure since the merger closed. Senior Cadwalader litigators left back in February, while talks were still underway. Now a full practice group has gone as a unit. I don't think this is really a story about one merger going badly. It's a pattern worth knowing if you're on either side of a deal like this: a merger opens a window — call it six months, a year — where partners reassess fit, and where a team with a portable book has real leverage to move together rather than one at a time. If you're a firm leader mid-merger, the defensive question isn't "who might leave," it's "which of our teams could leave as a unit, and do we know it before a competitor does. If you're on a team like that one — what would it take for you to move together rather than individually?

When directors or shareholders cannot agree on a material decision — and no mechanism exists to break the tie — the company can become paralysed. Without a Shareholders' Agreement that addresses deadlock, the only options may be costly litigation or winding up. Deadlock provisions can include casting votes, cooling-off periods, buy-out mechanisms, and referral to an independent third party. They must be built into the agreement before the dispute arises — not after. 📞 010 880 2474 | www.warrenerdeagrela.law From Start-Up to Winding-Up — Your Business is Our Business. #ShareholderDisputes #Deadlock #CommercialLaw #CompaniesAct #WDA

Interesting to see chambers following a trend long seen in the law firm market, with mergers becoming an increasingly attractive route to achieve scale and manage rising costs. #TheLawyer #Horizon #LegalSector #Barristers

Most people assume "going public" means an IPO — roadshow, underwriters, ringing a bell. There's a second path that raises zero capital and works completely differently: a Form 10 registration. Here's the distinction that matters: an S-1 registers an offering — shares being sold to new investors, with underwriters pricing and marketing the deal. A Form 10 registers a class of securities under the Exchange Act. It doesn't sell a single share. It simply makes a company's existing stock subject to SEC reporting requirements. That's why companies use it: no underwriter, no roadshow, no capital raised in the transaction itself. It's the mechanism behind most reverse mergers and spin-offs, and it's also self-effecting — 60 days after filing, it most often goes effective automatically, whether or not the SEC has finished reviewing it. The tradeoff: since Form 10 doesn't raise money, a company still needs a separate plan for capital — and its shares typically aren't freely tradeable until it separately relies on Rule 144 or files a resale registration. It's a real path to being public. It's just a completely different transaction than an IPO, and the two get confused constantly. What's the biggest misconception you've run into about how companies actually go public?