Robert Wernli

Robert Wernli

Sheppard Mullin Richter & Hampton LLP

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SEC Adopts Rule Requiring Hyperlinks to Exhibits and HTML Formatting

On March 1, 2017, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments that will require registrants that file certain registration statements and reports subject to the exhibit requirements of...more

3/20/2017 - EDGAR Filing Requirements Hyperlink Publicly-Traded Companies Registration Statement Regulation S-K SEC

Delaware Court Affirms Utility of Buyer Acknowledgment Clause in Dismissing Fraud Claim

In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a...more

2/22/2017 - Acquisitions Buyers Contract Terms Dismissals Fraud Integration Clauses Intent of the Parties Mergers Representations and Warranties Sellers

Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1...more

11/29/2016 - Acquisitions Blue Sky Laws Capital Raising Issuer Eligibility Criteria Mergers Offerors Regulation D Rule 504 SEC Section 10(b)-5 Securities Act of 1933 Securities Exchange Act

FAST Act Speeds-Up Raising Capital

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act, or FAST Act. Although primarily a transportation bill, the FAST Act also made changes to the federal securities laws as...more

12/22/2015 - Capital Raising Corporate Issuers Emerging Growth Companies Financial Statements Fixing America’s Surface Transportation Act (FAST Act) Form S-1 Initial Public Offerings Securities Act of 1933

Recent SEC Enforcement Actions Highlight Importance of Robust Insider Trading Compliance Policies

Recently the SEC announced enforcement actions which highlight the importance of complying with the beneficial ownership reporting requirements under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, or...more

12/8/2014 - Beneficial Owner Chief Compliance Officers EDGAR Form 10-K Insider Trading Reporting Requirements SEC Securities Exchange Act

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

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