- Heavy Focus on Environmental, Social, and Corporate Governance Issues (ESG) – This includes human capital disclosure and sustainability. The trend is already making a significant impact in both the equity and debt markets. With heightened investor focus and allocation of dedicated funds, there should be an increase in green, social and sustainability bonds in the debt space. There will also be further institutionalization of governance structures and the evolution and convergence of common standards will continue.
- Continued Assault on the Traditional IPO Book-Building Process – Direct listings, auction-based pricing, and Special Purpose Acquisition Companies (SPACs) will continue to chip away at standard initial public offerings (IPO) structures. These alternative methods of accessing the public markets are also impacting the traditional domain of the bulge bracket investment banks.
- Companies to Start Taking Advantage of New SEC Rulemaking – The U.S. Securities and Exchange Commission (SEC) has modified its rules in several areas, such as financial disclosures, testing the waters, and disclosure simplification. All these new regulatory developments, including streamlining private offering exemptions, should generally make raising “public” capital more attractive to business enterprises. This will affect both the debt and equity markets.
- Liability Management Transactions and Pre-Packs - Given the current economic environment, many companies will need to address their liabilities as well as their liquidity needs and will be required to engage in a variety of liability management transactions in the public markets. These transactions will include exchange offers, pre-pack plans, tender offers, and consent solicitations in the debt area, and equity raises such as convertible debt and rights offerings, in the equity area.
- Assault Against Dual Class Structures Will Continue - Governance for IPO companies will continue to be at the forefront of discussions with continued focus on the acceptability of dual class voting structures.
About the Authors
Alan I. Annex is co-chair of Greenberg Traurig, LLP’s Global Corporate Practice. He leads multi-disciplinary deal teams in a wide variety of large-cap and middle-market domestic and cross-border transactions.
Barbara A. Jones is a member of Greenberg Traurig LLP’s Global Capital Markets and Global Mergers & Acquisitions Practice groups, serves as coordinator of the firm’s interdisciplinary COVID-19 Economic Stimulus Task Force, is co-chair of the firm's interdisciplinary Blockchain & Digital Assets Practice group, and is coordinator of the firm’s interdisciplinary Conflict Minerals Compliance Initiative.
Marc M. Rossell is co-chair of Greenberg Traurig, LLP’s Latin America Practice and a member of the firm’s Global Capital Markets Practice. He focuses on capital markets transactions, including both equity and debt securities offerings and structured financings.