On January 31, 2014, the Securities and Exchange Commission (SEC) issued an important no-action letter in which the staff of the SEC’s Division of Trading and Markets declared that it would not recommend enforcement action...more
The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more
On December 18, 2013, the Securities and Exchange Commission (SEC) voted to propose amendments to Regulation A, as mandated by Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The proposals are intended to...more
On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor’s report. These...more
As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013), in recent years many public companies have adopted “exclusive forum” bylaws, a trend that received a boost when Chancellor Leo E....more
On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by:
- Lifting the ban on general solicitation and advertising in offerings where...more
Exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, and so potentially reduce or eliminate the cost and strategic difficulties of...more
On April 2, 2013 the Securities and Exchange Commission (SEC) issued a report (the Netflix Report) announcing that it would not pursue enforcement action against Netflix, Inc. and its Chief Executive Officer, Reed Hastings,...more
Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, is intended to provide a safe harbor from insider trading liability for corporate insiders who trade their company’s stock pursuant to certain...more
The Jumpstart Our Business Startups Act, or JOBS Act, was designed to facilitate capital-raising transactions by smaller companies, including private companies. A likely but less heralded consequence of the JOBS Act is that...more
The proxy and annual reporting season has begun, with relatively few changes in reporting requirements from last year. Here are some tips to take you through the season and prepare for changes to come.
1. Consider the...more
On August 29, 2012, the Securities and Exchange Commission, or SEC, issued proposed rules which would allow advertising and publicity in certain unregistered offerings. As mandated by the Jumpstart Our Business Startups Act,...more
Originally published in Business Law Today - May 2012.
The JOBS Act springs from a belief that smaller companies are the engines of economic growth and job creation. In this view, the decline of the smaller company...more