CorpCast Episode 2: Advancement 101
CorpCast Episode 1: Sections, 204, 205 and In re Numoda
Are there drawbacks to positive thinking in legal transactions?
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report Episode 129-Judge Rakoff, Judge Leon and Individual Prosecutions Under the FCPA
Why Every Day Is Proxy Season for Public Companies
Do Employers Have to Pay For All Time Worked?
Do I need an attorney if I am buying or selling a business?
Corcoran: Infighting on Compensation Costs BigLaw Time and Money
Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
WORD OF THE DAY® for Hedge Funds – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
WORD OF THE DAY® for Hedge Funds – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
WORD OF THE DAY® for Hedge Funds – Derivative
Legal Considerations for Web-Based Start-Ups
The Council of the Corporation Law Section of the Delaware State Bar Association recently released proposed amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee-shifting provisions in a...more
Senators Pat Toomey (R., PA) and Mark Warner (D., VA) have introduced Senate Bill 576, the ‘‘Encouraging Employee Ownership Act.’’ The bill would require the SEC, within 60 days after enactment, to raise the threshold in...more
This week in Raleigh the sky was falling! – well it was snowing!
The news in Raleigh was dominated by snow and ice and skeleton sessions and empty calendars. However there were a few items of interest:
As we enter the run-up to the General Election in May, private equity funds and their managers might want to consider what the possible tax implications of a new Government might be both for the managers of their portfolio...more
The House of Representatives passed legislation that could loosen some of the restrictions imposed by Dodd-Frank on big banks. The bill, Promoting Job Creation and Reducing Small Businesses Burden Act, passed by a margin of...more
May 19, 2014 (Mimesis Law) -- Frank Aquila, partner at Sullivan & Cromwell, tells Lee Pacchia that the recent uptick in deal activity has all the indications of an "M&A boom" in 2014. While the recent wave of transactions is...more
Three bills introduced in the House of Representatives that would ease leverage restrictions on business development companies (BDCs) face an uncertain future in light of concerns expressed by the Chair of the Securities and...more
I’m tempted to begin this post with the following:
Last week, the Securities and Exchange Commission lifted the ban on general solicitation in Rule 506 and Rule 144A offerings....more
Historically, the Governor appointed California’s Commissioners of Corporations. Cal. Corp. Code § 25600. Today, the Governor still appoints the head of the new Department of Business Oversight. Having served as a...more
On March 3, 2013, voters in Switzerland approved a referendum providing one of the world’s most onerous restrictions regarding executive compensation. The referendum entitled, “Eidgenössische Volksinitiative ‘gegen die...more
In January, I wrote about Senator Noreen Evans bill, SB 121, that would require any corporation (as defined) that has shareholders located in California and that makes a contribution or expenditure (as defined)...more
In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of...more
On February 20, 2013, SEC Commissioner Luis A. Aguilar delivered a speech regarding the need for more robust disclosure in proxy statements and highlighted areas in which disclosure can be substantially improved....more
A number of significant briefs were filed recently with the U.S. Court of Appeals for the D.C. Circuit in support of Section 1504 of the Dodd-Frank Act, which requires oil, gas, and mining issuers to report on their payments...more
Jan. 31 (Bloomberg Law) -- The SEC is considering a proposal by Robert Jackson, associate professor at Columbia Law School, that public companies be required to disclose their political spending. SEC staff members have said...more
On December 21, 2012, the U.S. Securities and Exchange Commission (SEC) indicated in its semiannual regulatory agenda that the staff of the SEC’s Division of Corporation Finance is considering whether to recommend that the...more
Jan. 10 (Bloomberg Law) -- Scott Cammarn, partner at Cadwalader, Wickersham and Taft, talks with Bloomberg Law's Lee Pacchia about a little known provision of Dodd-Frank that could end up costing foreign banks doing business...more
On August 3, 2011, a group of leading academics, including Harvard Law School Professor Lucian A. Bebchuk, submitted this petition for rulemaking to the Securities and Exchange Commission. The petitioners asked the SEC to...more
On November 16, 2012, Institutional Shareholder Services ("ISS") released its 2013 "Corporate Governance Policy Updates and Process," which will be used in its proxy voting recommendations for this upcoming annual meeting...more
I. Overview - Two recent actions by the U.S. Securities and Exchange Commission (“SEC”) and its staff highlight the importance of compliance controls with respect to political contributions and other political activities. In...more
Yesterday, Broc Romanek wrote this post about a new study from the Center for Political Accountability and the Zicklin Center for Business Ethics Research at the University of Pennsylvania’s Wharton School. This study...more
On August 31, the SEC issued an alert on compliance with MSRB Rule G-37, which limits political contributions by municipal securities professionals to campaigns of public officials of issuers with whom they are doing or seek...more
On August 31, the U.S. Securities and Exchange Commission (SEC)’s Office of Compliance Inspections and Examinations issued a National Examination Risk Alert directed to improve compliance with Municipal Securities Rulemaking...more
At the beginning of the Labor Day holiday and in the heart of the campaign season, the SEC's Office of Compliance Inspections and Examinations issued a Risk Alert targeting compliance by investment banks underwriting...more
The California legislature is taking its summer recess and will reconvene on August 6. Joint Rule 51(b)(2). It will then sit until August 31 which is the last day for either the Senate or the Assembly to pass bills. Cal....more
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