Business Transactions

Alonzo L. Llorens

Alonzo L. Llorens

Llorens is a partner with Gordon & Rees LLP and a member of the Business Transactions Practice Group.

Should Public Companies Appoint Lawyers to Their Boards?

September/October 2016 - HAVE YOU NOTICED THAT THERE IS some anecdotal evidence that, though still small in numbers, more lawyers are being appointed to serve on public company boards? However, as we all know, this has not always been the case. So, in conjunction with this shift in direction, is a greater amount of discussion regarding the efficacy and the viability of lawyers serving on these boards.

by Alonzo L. Llorens

Why Being a Cockroach May Not Be a Bad Thing in 2016

July/August 2016 -WHILE I THINK WE MAY NEED TO BE CAREFUL about overuse of catchy words and phrases to drive home a substantive point, use of the word “cockroach” is worthy of an exception in this case. In fact, I need to add another such catchy word to the equation – “unicorn.” So, what do a cockroach and a unicorn have in common? Not much, which is exactly the point. If 2015 was the year of the unicorn, then 2016 is predicted to be the year of the cockroach. I’ll explain.

by Alonzo L. Llorens

Activist Shareholders and the Balancing Act

May/June 2016 - FROM ALL INDICATIONS, CAMPAIGNS AGAINST public companies by activist shareholders not only increased in 2015 but were more aggressive than in recent years. These campaigns can result in forced changes to the strategic direction and financial priorities of a company. Moreover, it presents a potential dilemma to the boards of these companies in determining whether the companies’ reaction to these campaigns are solutions that may very well work in the short-term but present issues in the long-term. These are serious issues that can affect the well-being of a company for years to come. As such, public companies, and their boards must engage in a balancing act in determining how they react to such campaigns.

by Alonzo L. Llorens

Nonprofits: Keys to an Effective Board

March/April 2016 - Given the increased number and size of nonprofits, the proper governance of these organizations continues to be paramount. I’ve served on the boards of several nonprofits and find them to be incredibly rewarding experiences. Given that a nonprofit’s key objective is to fulfill its mission, I view the creation and aintenance of an effective board as a key component to the organization’s success. That being said I’ve learned over the years, that nonprofit boards are not all cut from the same cloth. The de facto roles and objectives for some boards are ifferent from those of other boards. However, at the end of the day, there are several keys to having an effective board.

by Alonzo L. Llorens

Community Development Venture Capital Funds

January/February 2016 - IF YOU’RE NOT FAMILIAR WITH COMMUNITY DEVELOPMENT VENTURE CAPITAL FUNDS (CDVC), please rest assured that you are not alone. However, CDVC’s have seen steady growth over the last 15 years or so, and they play a critical role in the world of double bottom line investing. Of potential significance to CDVCs is new guidance issued by the Department of Labor (DOL) on October 24, 2015 (the 2015 Guidance) that may set in motion a wave of new CDVCs and serve as the underpinning for an influx of capital into these unique funds.

by Alonzo L. Llorens

The Business of Africa: Can It Become the Next China?

November/December 2015 - With a land mass equal to the sum of the land mass of the United States, India and Europe combined and a population of roughly 1.2 billion people, as of 2015, the continent of Africa has unlimited economic potential. There are multiple challenges that currently prohibit Africa from reaching its full economic potential. However, all of these challenges can be overcome and, with positive change, business transactions between African and U.S. companies can sharply increase.

by Alonzo L. Llorens

Regulation A+: Fair And Balanced

September/October 2015 - AS AN ALUMNUS OF THE SECURITIES AND EXCHANGE COMMISSION, I sometimes find myself wearing two hats when I analyze SEC rules. I analyze the rules from a business perspective such that my thought process is aligned with the interests and needs of my clients. Then, I put my other hat on and analyze the rule from the SEC’s perspective. Unfortunately, these two viewpoints do not always align. So, when I see a new rule by the SEC that does a pretty good job of balancing its need to protect investors with its desire to create a functional environment whereby companies, of all sizes, can raise capital, I’m the first in line to say, “SEC, job well done.” This is my refrain with respect to a new rule adopted by the SEC that is commonly referred to as “Regulation A+.” 

by Alonzo L. Llorens

The Impact of Lending Rules on Private Equity: Will the Trend Continue?

July/August 2015 - REASONABLE PEOPLE CAN HAVE DIFFERING OPINIONS regarding the macroeconomic benefits of private equity transactions. However, what is undeniable is that private equity transactions generally yield attractive returns for investors and an attractive liquidity event for the sellers of these companies. As a general matter, private equity funds use both debt and equity to fund these transactions. 

by Alonzo L. Llorens

Corporate Governance: Gatekeepers and the SEC

May/June 2015 - WITH INCREASED SCRUTINY FROM INVESTORS and regulatory bodies, along with a complex legal and economic environment, good corporate governance plays an ever important role in the success or failure of our companies. This point has been made abundantly clear recently as we see the level of activity within the Securities and Exchange Commission’s Division of Enforcement reach record numbers.

by Alonzo L. Llorens

Mergers and Acquisitions

March/April 2015 - OVER THE LAST SEVERAL YEARS, I’ve seen an interesting and positive trend in the merger and acquisition space involving Fortune® 1000 companies, minority business enterprises (MBE), and, in some instances, private equity funds. The standard transaction is one in which the F1000 acquires the MBE. However, the transactions I’m most intrigued by are those in which the MBE is on the buy-side. While these transactions can be structured in a variety of ways, they typically fall into one of four categories. 

by Alonzo L. Llorens

Crowdfunding: What’s All the Fuss About?

January/February 2015 - ACCESSING CAPITAL CAN BE A CHALLENGING endeavor for companies under any circumstances. This is particularly so for startup and early-stage entities. However, once the U.S. Securities and Exchange Commission (SEC) issues its final rules with respect to crowdfunding, the capital-raising landscape, particularly for startup and early-stage entities, is expected to vastly improve. Many entrepreneurs view crowdfunding as a gamechanger when it comes to raising capital. So, what’s so special about crowdfunding, and can it really change the game?

by Alonzo L. Llorens

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