The 20% Rule and Structuring Issues

11 May 2010 06:00 p.m. - 07:30 p.m. EDT

Morrison & Foerster
1290 Avenue of the Americas
New York, NY 10104

Morrison & Foerster
425 Market Street
San Francisco, CA 94105
Christie Adams

The presentation will be hosted in New York and videoconferenced in San Francisco.

Most people refer to it simply as the “20% Rule.” Many people who appreciate that it is important are unfamiliar with it. Each of NASDAQ and the NYSE has a 20% rule that provides that a listed company is required to obtain shareholder approval in connection with certain transactions. The rule affects, among other things, the structuring of private placements and PIPE transactions, financings in connection with an acquisition, financings that may result in a change of control, and financings involving related parties. We will discuss common structuring approaches, as well as new guidance or interpretive advice from the exchanges.


  • David A. Donohoe, Jr., President, Donohoe Advisory Associates LLC
  • James R. Tanenbaum, Partner, Morrison & Foerster LLP

CLE credit is pending.




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