We are pleased to make available to you our quarterly update on dealmaking market trends and legal developments for Q4 2011.

In our quarterly update materials, we share the key trends in:

  • venture capital and emerging growth investing (overall investment increased on a year-over-year basis, but fell off slightly on a sequential basis – software remained hot and investment in life sciences companies improved)
  • venture capital fundraising (consolidation remained the buzzword with more capital going into a smaller number of funds)
  • private equity (deal flow slowed in Q4 compared to the pace in Q4 2010, but remained relatively flat compared to Q3 2011)
  • capital markets and initial public offerings (Q4 2011 saw a decrease in M&A deals and a slight improvement in the IPO market, with hopes that a robust pipeline of pending new issues will blaze the trail for 2012)
  • Facebook filed its registration statement for its IPO, which if priced correctly, could lead to successful secondary trading and the path way to a sustained recovery in the IPO market
  • mergers and acquisitions (tech M&A spending was up 17% in 2011 and companies spent $218 billion to buy 3,690 IT, telecommunications and Internet companies globally, as large buyers continued to maintain significant cash stockpiles)

In addition to sharing our observations on the key trends in each of these areas, we summarize significant legal developments that impacted them, including:

  • ISS’s 2012 proxy voting guidelines and a white paper on pay-for-performance methodology
  • a Delaware Chancery Court decision finding director breaches of fiduciary duty under the "entire fairness" standard, that the independent committee operated in a "controlled mindset" and failed to be assertive, resulting in a damages award of $1.26B
  • a Delaware Supreme Court decision finding that two dispositions should not be aggregated to constitute a transfer of "all or substantially all" the assets of an issuer under a bond indenture provision governed by New York law
  • New Rule 13h-1 under the Securities Exchange Act of 1934, and looming filing deadlines for beneficial ownership reports
  • the SEC ‘s shortened waiting period for publication of comment letters and responses, as well as the revised definition of net worth for purposes of defining "accredited investors"
  • developments with the SEC’s whistleblower program
  • the settlement of an SEC civil injunction action against an attorney based on a legal opinion and 10b-5 letter
  • a reminder on new taxes that will go into effect in 2013 unless Congress acts

To view and print our quarterly update materials, please click below:

Fourth Quarter Update
Third Quarter Update
Second Quarter Update
First Quarter Update

We hope you find this information useful and would be happy to answer any questions you might have regarding the update.


Louis Lehot and Kevin Rooney