Michael Laussade

Michael Laussade

Jackson Walker

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SEC Adopts Final Rules Expanding Regulation A, Providing a New Option for Offerings Under $50 Million

On March 25, 2015, the SEC formally adopted its final rule amendments governing the expansion of registration exemptions for public offerings of $50 million or less in any 12-month period under Regulation A of the Securities...more

4/1/2015 - Crowdfunding JOBS Act Preemption Public Offerings Regulation A Regulation D Rule 506 Offerings SEC

Texas Adopts Intrastate M&A Dealer Exemption

On February 16, 2015, the Texas State Securities Board voted to formally adopt their proposed Rule 139.27, which provides an exemption from dealer registration for intermediaries providing services solely in connection with...more

3/9/2015 - Acquisitions Dealers Exemptions Issuers Mergers SEC Securities Transacting Intrastate Business

SEC's Proposed Disclosure Requirements for Hedging Transactions by Directors and Employees Would Apply to Issuers of All Sizes

On February 9, 2015, the SEC proposed amendments requiring disclosure in proxy and information statements regarding issuers' policies governing the entrance of employees, officers, and directors into hedging transactions...more

2/16/2015 - CD&A Corporate Governance Directors Disclosure Requirements Emerging Growth Companies Employees Equity Securities Hedging Item 402(b) Item 407(i) Proxy Statements Regulation S-K SEC Securities

Texas Adopts Intrastate Crowdfunding Exemption

On October 22, 2014, the Texas State Securities Board (the "TSSB") voted to formally adopt its proposed Rule 139.25, which provides an exemption from registration for intrastate securities offerings employing a limited...more

10/27/2014 - Crowdfunding Disclosure Requirements Proposed Regulation SEC Securities Small Offering Exemptions Transacting Intrastate Business Transfer Restrictions Waiting Periods

Texas Supreme Court's Recent Shareholder Oppression Opinions Reaffirm Primacy of Common Law Fiduciary Duties Under Gearhart

In three recent cases, the Texas Supreme Court has made it clear that for claims of "minority shareholder oppression" — essentially, acts of a majority shareholder group that are harmful to a minority shareholder without...more

8/1/2014 - Board of Directors Buy-Out Agreements Fiduciary Duty Minority Shareholders Oppression Remedy Receivership Shareholders

SEC Issues No-Action Letter Regarding Treatment of Certain Unregistered M&A Broker-Dealers

The staff of the Securities and Exchange Commission's Division of Trading and Markets (the "Staff") recently issued a no–action letter (the "Letter")1 that provides significant new guidance with respect to the involvement of...more

4/30/2014 - Broker-Dealer No-Action Letters SEC Transaction-Based Compensation

SEC and FINRA Propose Long-Awaited Crowdfunding Rules

On October 23, 2013, the SEC formally issued its proposed rules governing the "crowdfunding" registration exemption created under Title III of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and FINRA...more

10/25/2013 - Crowdfunding FINRA JOBS Act SEC Title III

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