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3.01.23
CHIPS Act Funding Kicks Off: First Tranche of Funding Announced
On February 28, 2023, the National Institute of Standards and Technology’s (NIST’s) CHIPS Program Office published the first Funding Opportunity Announcement (FOA) under the CHIPS and Science Act (for background on this Act, see Wilson Sonsini’s prior alert, here). This initial FOA is directed towards funding the construction, expansion, or modernization of commercial facilities for the front- and back-end fabrication of leading-edge, current-generation, and mature-node semiconductors. Those interested in obtaining funds should review the FOA and related documentation at https://www.nist.gov/chips/notice-funding-opportunity-commercial-fabrication-facilities. Further FOAs focused on funding opportunities for facilities that build semiconductor materials and manufacturing equipment and facilities that support semiconductor research and development will be released later this year. A brief outline of the eligibility requirements, application process, and evaluation criteria for this initial FOA are set forth below:
Bylined Articles
9.22.22
Ratification and Validation Under New Section 119 of the California Corporations Code—A Practical Perspective
A new Section 119 has been added to the California Corporations Code (the “CCC”). Section 119 provides for corporate ratification and judicial validation of noncompliant corporate actions, as an analogue to Section 78.0296 of the Nevada Revised Statutes (the Nevada Law) and Sections 204 and 205 of the Delaware General Corporation Law (the Delaware Law). In a previous article, the authors provided an overview of the background, framework, and key provisions of Section 119 in a previous legislative session. This latest article, co-authored by Wilson Sonsini partner Julia Reigel and published by Wolters Kluwer, is intended to provide a practical perspective on the processes for implementing corporate self-help and seeking judicial relief under Section 119.
Click here to read the full article.
Click here to read the full article.
Alerts
9.02.22
California Adopts Ratification and Verification Statute for Corporations
Throughout the life cycle of a company, and especially during the leaner early start-up stages, corporate actions that are defective due to failures to obtain the correct board or shareholder votes, errors in the approval process, or failures to make filings with the applicable Secretary of State are not uncommon. These defects, while detrimental on their own, can also call into question the validity of some or all other board and shareholder approvals, and thus substantive corporate transactions down the line. For example, if the holders of invalidly issued stock of a company later participate in the approval of a sale of the company, that later sale transaction may also be invalid because it was not approved by the requisite vote of valid shareholders. To compound this, common law ratification (e.g., approval of challenged or defective board or shareholder action by a later vote of the board and/or shareholders) is not always available for such defective actions, and even when it is available, it is not clear that the ratification can "relate back" to the date of the initial defective act so that acts subsequent to the arguably now remedied act would themselves no longer be defective.
Client Highlights
4.26.22
Wilson Sonsini Advises Ayar Labs on $130 Million in Series C Funding
On April 26, 2022, Ayar Labs, the leader in chip-to-chip optical connectivity, announced that the company has secured $130 million in additional financing. The Series C round was led by Boardman Bay Capital Management. They join existing investors such as BlueSky Capital, Founders Fund, Playground Global, and TechU Venture Partners. Other new financial investors participating in the round include Atreides Capital, Berkeley Frontier Fund, IAG Capital Partners, Infinitum Capital, Nautilus Venture Partners, and Tyche Partners. Hewlett Packard Enterprise (HPE) and NVIDIA entered this investment round, joining existing strategic investors Applied Ventures LLC, GlobalFoundries, Intel Capital, and Lockheed Martin Ventures. Wilson Sonsini Goodrich & Rosati represented Ayar Labs on the transaction.
Ayar Labs’ optical I/O solution eliminates the bottlenecks associated with system bandwidth, power consumption, latency, and reach, dramatically improving existing system architectures and enabling new, previously unrealizable solutions for artificial intelligence (AI), high performance computing (HPC), cloud, telecommunications, aerospace, and remote sensing applications. With the new investment, Ayar Labs is ramping production and securing supply chain partners, as signaled by previously announced multi-year strategic collaborations with Lumentum and Macom, both leaders in optical and photonic products, as well as GlobalFoundries on its new GF Fotonix platform.
Ayar Labs’ optical I/O solution eliminates the bottlenecks associated with system bandwidth, power consumption, latency, and reach, dramatically improving existing system architectures and enabling new, previously unrealizable solutions for artificial intelligence (AI), high performance computing (HPC), cloud, telecommunications, aerospace, and remote sensing applications. With the new investment, Ayar Labs is ramping production and securing supply chain partners, as signaled by previously announced multi-year strategic collaborations with Lumentum and Macom, both leaders in optical and photonic products, as well as GlobalFoundries on its new GF Fotonix platform.
Client Highlights
9.09.21
Wilson Sonsini Advises InBrace on $102 Million Series D Financing
On September 8, 2021, InBrace, the orthodontic company behind the novel Smartwire™ category of behind-the-teeth teeth straightening, announced the closing of an oversubscribed $102 million Series D financing by funds affiliated with new investor groups co-led by Farallon Capital Management and Marshall Wace. Additional new investors included funds and accounts managed by BlackRock, Endeavour Vision, MVM Partners, RTW Investments, and Soleus Capital, as well as funds affiliated with existing investors Vivo Capital, Novo Ventures, and venBio. Wilson Sonsini Goodrich & Rosati advised InBrace on the financing.
InBrace is one of the fastest-growing companies in the $40 billion orthodontics market. The company intends to use the proceeds from the Series D financing to accelerate growth by expanding its salesforce, launching new marketing initiatives, and driving further support and integration with new and existing orthodontic providers across the country.
The Wilson Sonsini team that advised InBrace on the financing included Julia Reigel, Kevin Rogan, and Marianne Stark Bradley.
For further details, please see InBrace’s press release.
InBrace is one of the fastest-growing companies in the $40 billion orthodontics market. The company intends to use the proceeds from the Series D financing to accelerate growth by expanding its salesforce, launching new marketing initiatives, and driving further support and integration with new and existing orthodontic providers across the country.
The Wilson Sonsini team that advised InBrace on the financing included Julia Reigel, Kevin Rogan, and Marianne Stark Bradley.
For further details, please see InBrace’s press release.
Client Highlights
11.04.20
Wilson Sonsini Advises Telenav Special Committee in $241 Million Management Take-Private
On November 3, 2020, Telenav, Inc., a leading provider of connected-car and location-based services, announced that it has entered into a definitive merger agreement to be acquired by V99, Inc., a Delaware corporation led by HP Jin, co-founder, president, and chief executive officer of Telenav, for $4.80 per share in an all-cash transaction that values Telenav at approximately $241 million. Acting upon unanimous recommendation by a special committee, the Telenav board of directors unanimously approved the merger agreement and the merger, with Mr. Jin and Samuel T. Chen (a director at Telenav) recusing themselves from all related discussions and abstaining from the vote. The special committee negotiated the terms of the merger agreement with assistance from its independent financial and legal advisors. Messrs. Jin and Chen and a certain entity affiliated with Mr. Chen are expected to provide debt financing in connection with the proposed transaction. Wilson Sonsini Goodrich & Rosati represented Telenav’s special committee in the transaction.
Alerts
6.20.18
Delaware Court of Chancery Addresses Technical Defects in Equity Issuances, Ratification of Defective Acts, and Related Fiduciary Duty Issues
The Delaware Court of Chancery issued a post-trial decision determining that a director who refused to cooperate in remediating flaws in the company’s capital structure breached his fiduciary duty of loyalty and owed damages to the corporation. The opinion is particularly important because of that holding. However, the opinion is equally important because of the court’s emphasis on the importance of complying with technical rules under Delaware law when issuing equity and the need to document the board’s decision to issue equity. Finally, the case highlights the ongoing use of provisions of the Delaware corporate statute that allow for the ratification and validation of defective corporate acts—and the reality that some of the most fraught uses of those provisions can occur in the context of disputes among founders and board members.
Alerts
5.25.16
SEC Updates Guidance on the Use of Non-GAAP Financial Measures
Last week, the Securities and Exchange Commission (SEC) released several new and revised Compliance and Disclosure Interpretations (C&DIs) related to the use of non-GAAP financial measures under Regulation G and Item 10(e) of Regulation S-K. The new guidance addresses the SEC staff's concern with the use of non-GAAP financial measures in a manner that could be viewed as misleading to investors. The new and revised C&DIs focus on providing consistent, clear presentations of non-GAAP financial measures that show a complete financial picture. Companies should use the new guidance as an opportunity to review their use of non-GAAP financial measures. A link to the C&DIs can be found here. For a copy of the new and revised C&DIs marked against the previous C&DIs, click here.