Dean Hanley

Dean Hanley

Foley Hoag LLP

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SEC No-Action Letter Allows Certain Kinds of “M&A Brokers” to Avoid Broker-Dealer Registration Under the Exchange Act

On January 31, 2014, the SEC’s Division of Trading and Markets issued a significant no-action letter permitting the involvement of “M&A Brokers” in business acquisition transactions involving privately-held companies. The...more

2/24/2014 - Broker-Dealer No-Action Letters SEC Securities Exchange Act

SEC Releases Proposed Rule Amendments to Regulation A

On December 18, 2013, the Securities and Exchange Commission released its proposed rule amendments to Regulation A, which were required by Section 401 of the JOBS Act. Among the changes, the proposed rules create two tiers of...more

2/10/2014 - Bad Actors Crowdfunding JOBS Act Regulation A SEC Startups

Equity Crowdfunding Under Federal Law: Intermediaries

On October 23, 2013, the Securities and Exchange Commission released proposed rules for implementing the crowdfunding exemption from the Securities Act registration requirements that is set forth in the Jumpstart Our Business...more

11/20/2013 - Anti-Kickback Statute Crowdfunding Indiegogo JOBS Act SEC

Equity Crowdfunding Under Federal Law: Issuers

On October 23, 2013, the Securities and Exchange Commission released proposed rules for implementing the crowdfunding exemption from the Securities Act registration requirements that is set forth in the Jumpstart Our Business...more

11/20/2013 - Crowdfunding Indiegogo JOBS Act Kickstarter SEC

SEC Proposes Rules for Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission proposed amendments to Item 402 of Regulation S-K (Item 402) under the Securities Exchange Act of 1934 (Exchange Act) that will require issuers to disclose the...more

10/1/2013 - CEOs Disclosure Requirements Pay Ratio Regulation S-K SEC Securities Exchange Act Wages

Delaware Court Issues Important Trados Decision Delineating Director Duties in Sale of Venture-Backed Company

The Delaware Chancery Court issued its long-awaited post-trial decision last month in In re Trados Incorporated Shareholder Litigation. In the decision, the court affirmed that directors designated by the venture capital...more

9/18/2013 - Business Judgment Rule Conflicts of Interest Directors Fiduciary Duty Investors Preferred Shares Sales Shareholder Litigation Trados Inc Venture Capital

SEC Proposes Amendments to Regulation D, Form D and Rule 156

On July 10, 2013, the Securities and Exchange Commission adopted final rules amending Rule 506 of Regulation D to permit general solicitation and to disqualify felons and other “bad actors” from participating in certain...more

8/5/2013 - Accredited Investors Disqualification Form D Filing General Solicitation Regulation D Rule 156 SEC

Federal District Court Upholds the SEC's Conflict Minerals Rules

As we previously reported, in August 2012, the Securities and Exchange Commission adopted controversial rules requiring public companies to attempt to determine if they use any of four “conflict minerals” - tantalite,...more

7/30/2013 - Chamber of Commerce Conflict Mineral Rules First Amendment National Association of Manufacturers SEC

SEC Adopts "Bad Actor" Disqualification for Rule 506 Private Placement Offerings

On July 10, 2013, the Securities and Exchange Commission voted unanimously to adopt a “bad actor” disqualification for Rule 506 private placement offerings under Regulation D. Rule 506(d) will prevent issuers from relying on...more

7/23/2013 - Disqualification Due Diligence Exemptions Issuers Private Placements Rule 506 Offerings SEC Waivers

SEC Removes Ban on General Solicitation in Rule 506 and Rule 144A, But Problems Remain

New Rule 506(c) Permits General Solicitation Under Regulation D - The Securities Exchange Commission has adopted final rules to remove the prohibition on general advertising and solicitation in securities offerings...more

7/23/2013 - Advertising Dodd-Frank General Solicitation Marketing Regulation D Rule 144A Rule 506 Offerings SEC Securities Act of 1933

Delaware Corporation Law Statute Amended to Provide for Ratification and Validation of Defective Corporate Acts

As part of recent amendments to the Delaware General Corporations Law (DGCL), two new sections were added to the DGCL to facilitate the ratification of so-called “defective corporate acts” that would otherwise be invalid due...more

7/19/2013 - Amended Legislation Articles of Incorporation Board of Directors Corporate Fraud Defect General Authorization

Federal Court Strikes Down SEC Resource Extraction Rule

On July 2, 2013, the United States District Court in Washington, D.C. invalidated Rule 13q-1 under the Securities Exchange Act of 1934 implementing the Dodd-Frank Act “resource extraction” provision requiring disclosure of...more

7/18/2013 - Dodd-Frank EDGAR Mining Oil & Gas Resource Extraction SEC Securities Exchange Act

Delaware Chancery Court Upholds Forum Selection Bylaws

The Delaware Chancery Court held on June 25 that forum selection bylaw provisions, which purport to control the forum in which certain litigation relating to a corporation must be brought, are statutorily and contractually...more

7/16/2013 - Bylaws Forum Forum Selection Clause Jurisdiction Litigation Strategies Multidistrict Litigation

First Deadline Approaching for NYSE and Nasdaq Listed Companies to Comply with New Compensation Committee Rules

As noted in our Securities Alert dated October 9, 2012, the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) proposed rule changes to their respective listing standards affecting public company boards of...more

5/9/2013 - Board of Directors Compensation Committee Deadlines Executive Compensation Listing Standards Nasdaq NYSE Reporting Requirements

SEC Decides That Companies May Use Social Media

The Netflix Investigation - On July 3, 2012, the CEO of Netflix, Reed Hastings, used his personal Facebook page to announce that Netflix had streamed 1 billion hours of content in the month of June. As the Securities...more

4/8/2013 - Facebook Investors Netflix Public Disclosure Reed Hastings Regulation FD SEC Social Media

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