Other Corporate Issues: Securities, Contracts, Workforce

What this video covers

• Why a change-of-control put on public bonds is exercised at 101% of par, not 100% of par, and what that 1% premium means for cash needed at closing
• How the definition of "change of control" lives in each individual debt instrument, and why a cash-out merger does not automatically trigger every bond put
• How preferred stock liquidation preferences work, and why a $500 million deal can leave common shareholders with zero after the preferred waterfall is paid
• What an equity waterfall is, and how venture financing rounds (Series D, then C, then B, then A, then common) cascade in distribution priority
• Why outstanding options and warrants dilute per-share economics when vesting accelerates on change of control, and why the post-vesting share count is the correct denominator
• What the Worker Adjustment and Retraining Notification Act (WARN Act) requires, and whether the seller or buyer gives notice depending on when layoffs occur relative to closing
• Why corporate culture is a hard diligence area, not a soft buzzword, and how bankers use surveys and leadership assessments to quantify integration risk