We are pleased to make available to you our quarterly update on dealmaking market trends and legal developments for Q3 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 decreased on a sequential basis – software sector experienced 23% increse in new fundings, and NY continued to rise above New England in dollars deployed)
  • venture funds had a difficult time raising capital
  • private equity (deal flow tapered off in Q3 compared to the pace in 1H 2011, but remained relatively flat compared to Q3 2010)
  • capital markets and initial public offerings (while the IPO market shrunk significantly in Q3 2011, the "all-in" cost of IPO capital came down)
  • mergers and acquisitions (the technology sector performed in-line with broader indices and valuation multiples appeared to be driven by growth, not margins)

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

  • Dodd-Frank Act’s first anniversary passes with new changes, some delays (executive compensation )
  • Delaware enacts amendments to LLC, limited partnership and partnership acts
  • SEC issues C&DIs on exchange act forms, non-GAAP financial measures and regulation S-K
  • SDNY clarifies scope of short-swing profit liability and that defendants cannot be liable under Rule 10b-5(a) or (c) for a fraudulent "scheme" based on an alleged misstatement the defendant did not make
  • The SEC’s Rule 14a-11 proxy access rulemaking was struck down by the D.C. Circuit, while its 14a-8 procedural proxy rule was allowed to come into force
  • The Delaware Chancery Court enforced an obligation to negotiate in good faith to implement terms of a letter of intent for a merger although terms did not create a binding agreement and that public company directors breached their fiduciary duties in an interested party transaction
  • The Delaware Supreme Court affirmed a decision not to aggregate a series of dispositions in determining what is a transfer of "substantially all" of a company’s assets under a bond indenture covenant

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

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