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Thomas R. Leffler

Thomas R. Leffler

Holland & Knight LLP


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SOX Section 304 Clawback Suit Against Former Executives Not Charged with Personal Misconduct Survives Motion to Dismiss

On November 13, 2012, a federal district court in Austin, Texas, denied a motion to dismiss in the Securities and Exchange Commission's (SEC) Sarbanes-Oxley Act (SOX) Section 304 clawback suit against two former executives of...more

12/10/2012 - Clawbacks Sarbanes-Oxley SEC Section 304

SEC Initiates First Stop Order Proceedings Against Emerging Growth Company

On October 29, 2012, the SEC announced that it had initiated proceedings to determine whether to issue a stop order to prevent sales of shares in a development stage company that filed a registration statement on Form S-1,...more

11/19/2012 - Emerging Growth Companies JOBS Act SEC Stop Order

Division of Corporation Finance Posts Additional JOBS Act-Related FAQs

Recently the SEC's Division of Corporation Finance posted certain additional JOBS Act-related FAQs. The new FAQs, numbered 42 to 54, address a variety of JOBS Act-related issues. Some of the more notable FAQs in this new...more

10/8/2012 - Emerging Growth Companies JOBS Act SEC

SEC Announces Proposed Rules to Implement JOBS Act Provisions on General Solicitation and Advertising in Certain Securities...

On August 29, 2012, the SEC announced proposed rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings. Under the proposed rules, which are mandated by the JOBS...more

9/10/2012 - Accredited Investors Dodd-Frank JOBS Act Private Placements SEC

SEC Approves Change to Nasdaq Rule on Permitted Non-Independent Director Committee Membership

On July 19, 2012, the SEC approved a proposed Nasdaq rule change to modify the exception to Nasdaq Rule 5605 that allows a non-independent director of a listed company to serve on its audit committee, compensation committee...more

8/27/2012 - Nasdaq SEC

Delaware Court Finds That Operating Agreement Language Did Not Preempt Action by Written Consent Permitted by Statute

On May 29, 2012, the Delaware Court of Chancery issued a decision in a case that concerned whether the language in the operating agreement of a limited liability company (LLC) prescribed the sole manner by which the LLC's...more

7/30/2012 - Delaware Limited Liability Company Act LLC Operating Agreement Preemption Written Consent

SEC Approves Rules and Interpretations on Key Derivatives Regulation Terms

On July 9, 2012, the SEC took a step toward regulating the over-the-counter derivatives market by unanimously approving rules and interpretations for key definitions of certain derivative products. The Dodd-Frank Act...more

7/16/2012 - CFTC Derivatives Dodd-Frank Futures SEC Security-Based Swaps Swaps

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