How Ethical Behaviors Can "All Go So Wrong."
Information-sharing legislation is coming: Senator Chambliss shares 4 top points for companies
FCPA Compliance and Ethics Report-Episode 190-Interview with Vivian Carpenter, author of The Fifth Letter
Front Line Interview Episode 1. Alison Taylor: Organizations, Compliance & Corruption
FCPA Compliance and Ethics Report-Episode 189-Compliance Evangelist
The Social Engineering Cyber Exposure
Taking A Proactive Approach to Cyber Security
An FCPA Journey to the Darkside & Steps to Protect Your Organization
What is a hostile work environment?
CorpCast Episode 8: The Controlling Stockholder
From Behind the Bribe: The Sharp End of Compliance
Strong Market Outlook Drives Growth of Philippine Companies
Why do we have to go to mediation?
FCPA Compliance and Ethics Report-Episode 178-Ben Locwin on Risk Assessments
Do I need an expert witness in my case?
Marketing to Millennials
CorpCast Episode 7: Better Know a Judge: the Honorable Mary M. Johnston of the Delaware Superior Court
Top Three Cybersecurity Misconceptions
Preparing a Company to Deal With Activist Investors
How can someone prepare for the first meeting with an attorney?
Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more
I like to remind my colleagues that California has two securities laws. Neither of these laws applies exclusively to corporations or other entities organized under California law. The Corporate Securities Law of 1968, Cal....more
August 31, 2015 On August 24, 2015, the Federal Trade Commission (FTC) announced that it has reached an agreement with Third Point LLC and three affiliated investment funds (collectively "Third Point") to settle allegations...more
On August 27, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will decrease from $116.20 per million...more
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more
SEC Decreases Registration Statement Filing Fees for Fiscal Year 2016 -
On August 27, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and...more
On Monday, August 3, 2015, Pacific Investment Management Co. LLC (Pimco) announced that it had received a Wells notice from the Securities and Exchange Commission concerning the valuation of certain nonagency mortgage-backed...more
One of the first actions you will take with your startup is to organize your company a separate legal entity to protect yourself from personal liability for the company’s debts. In the tech startup context, you’ll typically...more
Generally speaking, stock purchases which will cause an investor to hold more than $76.3 million of the target’s voting securities may require a pre-closing notification under the Hart-Scott-Rodino (“H-S-R”) Act. But there...more
The new rules retain many of the current rules’ core requirements, but expand certain obligations and impose requirements on debt research activities for the first time.
On August 26, 2015, the Financial Industry...more
The Sixth Circuit last week concluded that Morrison, which held that Section 10(b) does not have extraterritorial reach, is inapplicable to Advisers Act Section 10(b). The DC Circuit, on rehearing, reaffirmed its prior...more
The U.S. Securities and Exchange Commission (SEC) has adopted a final pay ratio rule that implements Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) nearly two years...more
Investment manager Third Point LLC and three of its affiliated funds have entered into a proposed settlement agreement with the federal antitrust authorities for violations of the Hart-Scott-Rodino Antitrust Improvements Act...more
If a takeover bidder's share price falls materially, can the bidder withdraw its bid or lower its bid price? If not, how can the bidder protect itself in a volatile market?
Under Australian rules, a bidder cannot...more
The Canadian Securities Administrators (CSA) have managed to harmonize their differences for reporting prospectus-exempt distributions since their earlier proposals in February and March 2014. They have now proposed a common...more
The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more
On July 1, 2015, the Securities and Exchange Commission issued its long-anticipated concept release on Possible Revisions to Audit Committee Disclosures. The concept release notes the important function of the public company...more
Last month, the U. S. Securities and Exchange Commission (SEC) proposed rules (Proposal) directing U.S. securities exchanges and associations to require companies to adopt clawback policies that would mandate executive...more
The Commission filed a settled FCPA action this week centered on hiring relatives of foreign officials tied to a sovereign wealth fund. In addition, the agency filed two actions involving Citigroup – one based on the market...more
In Altera, the U.S. Tax Court invalidated regulations under Section 482 requiring participants in qualified cost-sharing agreements to include stock-based compensation costs in the cost pool to comply with the arm’s-length...more
On June 29, the Council of the European Union announced that its Permanent Representatives Committee (Coreper) approved a final compromise text of the proposed regulation on reporting and transparency of securities financing...more
On August 18, 2015, a divided panel of the US Court of Appeals for the District of Columbia Circuit, in National Association of Manufacturers v. Securities and Exchange Commission (“NAM”), upheld its earlier ruling that held...more
The Corporate & Financial Weekly Digest edition of October 17, 2014, discussed the Small Business, Enterprise and Employment Act 2015 (SBEE) and the potential impact the proposed transparency provisions will have on UK...more
The 9th Circuit just denied rehearing en banc in a closely watched decision that declined to adopt a broad interpretation of its influential sister circuit’s watershed opinion in United States v. Newman, 773 F.3d 438 (2d Cir....more
The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies.
Boards may delegate stock issuances to non-directors....more
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