Scope of US What's Market

This document describes the scope of What's Market.

Practical Law
Contents

What's Market

What's Market includes information on the following US deals as tracked by our internal team:

 

Antitrust

  • Antitrust Risk-shifting: All agreements covered in the What’s Market Public Merger Agreements database from November 1, 2012 and the Private Acquisition Agreements database from June 1, 2012 (see below) where a Hart-Scott-Rodino or other premerger filing is required and the agreement specifies the efforts the parties need to take to get antitrust approval.

  • Federal Merger Enforcement Actions: All publicly available US federal merger enforcement action outcomes from January 1, 2008, including consent decrees, decisions to close, litigated cases, fix-it-firsts, and abandoned deals.

 

Bankruptcy

  • Bankruptcy Pleadings: A sampling of bankruptcy pleadings covering a variety of court documents from January 1, 2007, including first-day pleadings and section 363 sales.

 

Capital Markets & Securities

  • Underwriting Agreements:

    • All underwriting agreements for offerings covered in the What’s Market Initial Public Offerings database (see below) from August 1, 2012.

    • All underwriting agreements for offerings (excluding at-the-market offerings) covered in the What’s Market Follow-on Equity Offerings database (see below) from August 1, 2012.

  • Initial Public Offerings:

    • All initial public offerings by US corporations (excluding REITs, SPACs, unit offerings and self-underwritten offerings) listed on either the NASDAQ or NYSE securities exchanges since January 1, 2007 with: (i) a minimum initial issuance value of $50 million between January 1, 2007 and December 31, 2011 and (ii) no minimum initial issuance value after January 1, 2012.

    • All initial public offerings and first time US issuances by foreign private issuers (excluding unit offerings) using F-series registration statements that are listed on either the NASDAQ or NYSE securities exchanges since January 1, 2012.

  • Follow-on Equity Offerings: All follow-on equity offerings by US corporations (excluding REITs) listed on either the NASDAQ or NYSE securities exchanges since January 1, 2007 with an initial issuance value of at least $50 million, other than resales and rights offerings.

 

Commercial

  • Commercial Agreements: A sampling of commercial agreements covering a variety of industry sectors and topics, including advertising and marketing agreements, agency agreements, distribution channel agreements, equipment agreements, franchise agreements, inventory and consignment agreements, manufacturing agreements, outsourcing agreements, sale of goods agreements, services agreements and strategic alliance agreements, all governed by US law and publicly filed after December 31, 2011.

 

Corporate and M&A

  • Public Merger Agreements: All acquisitions of US reporting companies ( www.practicallaw.com/2-382-3758) (excluding REITs and debt-only issuers) with a signing value of at least $100 million since January 1, 2009, as well as all deals in 2008 with a signing value of at least $250 million and a selection of deals signed in 2007.

  • Private Acquisition Agreements: All publicly filed acquisition agreements entered into after January 1, 2010, with a signing value of at least $25 million involving the acquisition of (i) all or substantially all of the assets of private US companies, (ii) at least a majority of the outstanding stock of private US companies or (iii) business units of US companies. Excludes bankruptcy sales and certain outlier transactions.

  • Spin-offs: All spin-offs of US reporting companies publicly filed after January 1, 2013.

 

Employee Benefits & Executive Compensation / Labor & Employment

  • Executive Employment Agreements: Detailed Analysis: A sampling of publicly filed executive employment agreements governed by US law and effective after December 31, 2010, covering a variety of executive positions and a diverse group of employers based on size, industry and location. These summaries include detailed analysis of agreement provisions addressing cash and equity-based compensation, severance, change in control and Section 280G and restrictive covenants.

  • Executive Employment Agreements: A broader sampling of publicly filed executive employment agreements governed by US law and effective after December 31, 2013, covering a variety of executive positions and a diverse group of employers based on size, industry and location.

 

Finance

  • Credit Agreements: Comprehensive Deal Database: All publicly filed loan agreements with US borrowers for at least $50 million governed by US law from August 15, 2011, excluding certain outlier transactions.

  • Credit Agreements: Detailed Analysis of Selected Deals: A sampling of publicly filed loan agreements for at least $50 million from a variety of industry sectors and covering a range of loan types, such as revolvers, term loans, ABL, DIP, covenant-lite and second lien deals and investment grade, non-investment grade, secured and unsecured deals.

  • Commitment Letters: Publicly filed commitment letters from January 1, 2011 governed by US law from a variety of industry sectors and covering a range of loan types, such as revolvers, term loans, ABL, DIP, covenant-lite and second lien deals and secured and unsecured deals.

 

Intellectual Property & Technology

  • License Agreements: A sampling of publicly filed license agreements governed by US law covering a variety of industry sectors and categories of intellectual property and technology.

 

Labor & Employment

  • Collective Bargaining Agreements: A sampling of recent publicly available collective bargaining agreements governed by the National Labor Relations Act, covering a diverse group of industry sectors, employers, unions and locations. These summaries analyze many agreement provisions that set out employees’ compensation, hours and other employment terms and conditions, and rights and restrictions on employers and unions.

  • Executive Employment Agreements: Detailed Analysis: A sampling of publicly filed executive employment agreements governed by US law and effective after December 31, 2010, covering a variety of executive positions and a diverse group of employers based on size, industry and location. These summaries include detailed analysis of agreement provisions addressing cash and equity-based compensation, severance, change in control and Section 280G and restrictive covenants.

  • Executive Employment Agreements: A broader sampling of publicly filed executive employment agreements governed by US law and effective after December 31, 2013, covering a variety of executive positions and a diverse group of employers based on size, industry and location.

 

Litigation

  • Class Action Settlement Agreements: A sampling of court-approved class action settlement agreements covering a variety of claims across several jurisdictions with a final approval date from January 1, 2013. These summaries include case-specific information such as judge and counsel, as well as key agreement provisions such as class definition, type of relief and settlement amount, fees, objection and opt-out procedures and blow-up provisions.

 

Real Estate

  • Leases: A sampling of publicly filed commercial lease agreements from various jurisdictions covering a range of industry sectors and types of permitted uses filed after December 31, 2013.

For discussions of current market practice on a range of antitrust, corporate, securities, employee benefits and executive compensation, labor and employment and finance topics, including links to recent filings, agreements and applicable provisions, see What's Market Practice Notes ( www.practicallaw.com/4-505-0276) .

 
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