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Why Commissioner Gallagher Is Not Mistaken On Political Spending Disclosure

In this post published on October 30, I observed: According to Enver Fitch and Limor Bernstock at ISS ESG Proxy Research, shareholders associated with the Center for Political Accountability submitted 47 proposals this...more

11/13/2014 - Disclosure Requirements ISS Political Contributions SEC Securities Exchange Act Shareholders

Name And Shame No More?

The last few years has seen the rise of so-called “name and shame” laws. The aims of many these laws may be laudable, but yesterday’s decision by the Court of Appeals for the District of Columbia Circuit calls their...more

4/15/2014 - Administrative Procedure Act Conflict Mineral Rules Disclosure Requirements First Amendment SEC

Another Modest Proposal – Risk Factors

This week, Broc Romanek launched CorporateAffairs.tv. No, it’s not a live video feed of boardroom dalliances. One of Broc’s first videos, Dramatic Risk Factors: We Face Competition (Vol. 1), inspired me to write about an...more

3/14/2014 - Disclosure Requirements Regulation S-K SEC

Would Disclosure Improve If The SEC Used The “Magic Word” A Bit More Often?

Recently, I was working on a registration statement on Form S-3 and I happened to notice the following jarring juxtaposition in the instructions on the cover page...more

2/11/2014 - Disclosure Requirements SEC Securities Act of 1933

Court Rules Private Fund Data Is Not A Public Record

Private equity and venture capital funds like public pension fund money but they don’t necessarily like the consequences of having the government as an investor. As noted in this post, this was illustrated by Superior Court...more

12/23/2013 - Disclosure Requirements Institutional Investment Investors Pensions Political Campaigns Private Equity Private Investment Funds Public Disclosure Public Records Public Records Act Transparency Venture Capital

New Rule 506 C&DI’s Require Some Explaining

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

12/5/2013 - Compliance Disclosure Requirements General Solicitation Regulation D Rule 506 Offerings SEC Securities Exchange Act

Subcommitee Recommends SEC Rules Imposing Fiduciary And Disclosure Duties On Brokers

Recently, the Securities and Exchange Commission posted two recommendations by the Investor as Purchaser Subcommittee of the Investor Advisory Committee. In general, the Subcommittee recommended...more

10/8/2013 - Brokers Disclosure Requirements Fiduciary Duty SEC

Senator Levin Aims Again To Require Private Companies To Report Beneficial Ownership

In July, I wrote about a white paper prepared by the states of Delaware, Nevada and Wyoming, Encouraging Business While Fighting Fraud. The report details state efforts to deal with the use of corporations and limited...more

10/1/2013 - Business Ownership Disclosure Requirements Transparency

Advertising Securities With Celebrity Endorsers

The last two posts have reviewed some of California’s rules governing the advertising of securities in California. As we look ahead to general solicitations in Rule 506 offerings, some issuers will undoubtedly be tempted to...more

7/29/2013 - Advertising Celebrity Endorsements Disclosure Requirements Rule 506 Offerings

Does An SEC Attorney Commit An Ethical Violation By Encouraging Whistleblowing Lawyers?

The Harvard Law School Forum on Corporate Governance and Financial Regulation included a comprehensive post by Lawrence A. West which tackles the question of whether attorneys can be award seeking whistleblowers. I want to...more

6/18/2013 - Confidential Information Disclosure Requirements Ethics Legal Ethics Preemption SEC Whistleblowers

Court Orders Disclosure Of Venture Capital Fund Performance

California’s analog to the Freedom of Information Act is the Public Records Act, Government Code § 6250 et seq. In enacting the the Public Records Act, the legislature quite properly found and declared that “access to...more

2/8/2013 - Disclosure Requirements Public Records Act Venture Capital

Senator Seeks 24-Hour Advance Notice Of Corporate Political Contributions/Assemblymember Asks For Constitutional Convention

Yesterday, Broc Romanek noted the continuing interest in mandating disclosure of political spending by corporations. See Battle Lines Being Drawn: Political Spending Disclosures. We are also seeing activity here in...more

1/23/2013 - Disclosure Requirements Notice Requirements Political Contributions Shareholders

SEC Includes Disclosure Of Corporate Political Spending Rule In Unified Agenda – What Does It Mean?

On August 3, 2011, a group of leading academics, including Harvard Law School Professor Lucian A. Bebchuk, submitted this petition for rulemaking to the Securities and Exchange Commission. The petitioners asked the SEC to...more

1/10/2013 - Disclosure Requirements Political Contributions SEC

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