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NASDAQ Proposes The Adoption Of A New All-Inclusive Annual Listing Fee

On August 26, 2014, The NASDAQ Stock Market LLC (“NASDAQ”) filed with the Securities and Exchange Commission (the “SEC”) certain proposed amendments to the NASDAQ Stock Market Rules (the “Amendments”) to provide for, among...more

9/10/2014 - Fees Filing Fees Nasdaq Proposed Amendments SEC

Considerations for 2014 Proxy Season and Beyond

Following are some topics that public companies may want to consider in preparation for the 2014 proxy season. Shareholder Proposals - The 2013 proxy season reflected a continued increase in the number of...more

12/19/2013 - Board of Directors CEOs Conflict Mineral Rules Corporate Governance Disclosure Requirements Dodd-Frank Executive Compensation Pay Ratio Proxy Season SEC Shareholder Proposals

Setting The Record Straight On The New General Solicitation Rules

On September 23, 2013, the final rules eliminating the prohibition on general solicitation and advertising for certain offerings under Rule 506 went into effect. While this development was anticipated with much excitement by...more

11/12/2013 - Advertising Compliance Crowdfunding General Solicitation JOBS Act Rule 506 Offerings SEC

EB-5 Questions and Answers Series – What is the EB-5 Program?

Also known as “EB-5,” the Immigrant Investor Program was created by Congress in 1990 to stimulate the U.S. economy through job creation and capital investment by foreign investors. Under the pilot immigration program, first...more

9/26/2013 - EB-5 Foreign Investment Green Cards Immigrants Investors

EB-5 Issuers May Commence General Solicitation for Rule 506 Offerings on September 23, 2013

The final rules for eliminating the prohibition against general solicitation and general advertising in Rule 506 offerings will become effective on September 23, 2013, which is 60 days after the July 24, 2013 date they were...more

8/2/2013 - Advertising Bad Actors Dodd-Frank EB-5 Foreign Investment General Solicitation JOBS Act Regulation D Rule 144A Rule 506 Offerings

SEC Eliminates the Prohibition on General Solicitation for Rule 506 and Rule 144A Offerings

On July 10, 2013, the SEC adopted the amendments required under the JOBS Act to Rule 506 that would permit issuers to use general solicitation and general advertising to offer their securities, subject to certain limitations....more

7/15/2013 - Bad Actors Dodd-Frank Felons General Solicitation JOBS Act Regulation D Rule 144A Rule 506 Offerings SEC

What the SEC’s Elimination of the Prohibition on General Solicitation for Rule 506 Offerings means to the EB-5 Community

As we previously reported, on July 10, 2013, the SEC adopted the amendments required under the JOBS Act to Rule 506 that would permit issuers to use broad-based marketing methods such as the Internet, social media, email...more

7/15/2013 - Advertising EB-5 General Solicitation JOBS Act Marketing Private Placements Rule 144A Rule 506 Offerings SEC

SEC Adopts Rules to Remove Ban on General Solicitation for Rule 506 Offerings – Will significantly affect permissible EB-5...

This morning the Securities and Exchange Commission, by a 4 to 1 vote of the Commissioners, approved implementing rules under Title II of the Jumpstart Our Business Startups (JOBS) Act to remove the ban on general...more

7/11/2013 - Dodd-Frank EB-5 General Solicitation JOBS Act Regulation D Rule 506 Offerings SEC

Affiliating with a Broker-Dealer

We frequently speak with our clients about whether their participation in an EB-5 program requires registration as a broker-dealer. Joseph Furey, Assistant Chief Counsel at the SEC Division of Trading and Markets, addressed...more

6/25/2013 - Broker-Dealer EB-5 FINRA IPO SEC USCIS

SEC Freezes Assets and Brings Civil Charges against EB-5 Investor Visa Project

In the first SEC enforcement action of its kind, the SEC announced on February 8, 2013 that it had filed civil charges against, and received an emergency order to freeze assets of, the Intercontinental Regional Center Trust...more

2/12/2013 - Due Diligence EB-5 Foreign Investment Immigrant Investment Visas Injunctions Misrepresentation Omissions Permanent Residence Cards Public Offerings SEC USCIS

Delaware Has No Per Se Rule Against "Don't Ask, Don't Waive" Standstill Provisions, But Boards Must be Careful in Using Them

In In re Ancestry.com Inc. Shareholder Litigation, C.A. No. 7988-CS, Chancellor Strine of the Delaware Chancery Court held that Delaware has no per se rule against “don’t ask, don’t waive” standstill provisions, but cautioned...more

1/7/2013 - Board of Directors Don't Ask - Don't Waive Fiduciary Duty

Public Companies Should Immediately Review Their Peer Groups Used in Executive Compensation Decisions Based on ISS's New Peer...

Public companies should immediately review their peer group and Global Industry Classification Standard (“GICS”) codes, for purposes of executive compensation in light of the new Institutional Shareholder Services (“ISS”)...more

12/19/2012 - Executive Compensation GICS ISS

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