Paul Bork

Paul Bork

Foley Hoag LLP

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SEC Radically Revamps Regulation A - Part 1

Eligibility and Offering Size - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted securities”...more

5/20/2015 - Accredited Investors Crowdfunding JOBS Act Private Equity Private Offerings Regulation A SEC Securities Exchange Act Small Business Startups

Third Circuit Lets Wal-Mart Exclude Firearms Proposal Under the “Ordinary Business Operations” Exception

On April 14, 2015, the U.S. Court of Appeals for the Third Circuit summarily reversed a troubling decision of the Federal District Court in Delaware that required Wal-Mart to include in its 2015 proxy materials a shareholder...more

4/16/2015 - Appeals Board of Directors Firearms Ordinary Business Exception Permanent Injunctions Proxy Statements Reversal SEC Securities Exchange Act Shareholder Proposals Wal-Mart

Supreme Court Decides Omnicare

When an Opinion May Be Considered a Statement of Fact - Overview: On March 24, 2015, the Supreme Court issued its ruling in Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund, resolving a...more

4/7/2015 - Issuers Material Misstatements Omnicare Omnicare v Laborers District Council Pension Funds Pharmaceutical Manufacturers SCOTUS Section 11 Securities Exchange Act Securities Fraud Statement of Opinion

SEC Proposes New Exchange Act Registration Thresholds and Changes to Certain “Held of Record” Definitions

On December 18, 2014, the Securities and Exchange Commission proposed new rules regarding the thresholds at which issuers may become reporting companies under Section 12(g) of the Securities Exchange Act of 1934, as amended...more

1/8/2015 - Accredited Investors Issuers JOBS Act Proposed Regulation Regulation D SEC Securities Exchange Act

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more

7/22/2014 - Disclosure Requirements Proxy Advisors Proxy Solicitations SEC Securities Exchange Act Shareholders

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 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

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

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