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
THIS OUTLINE is intended to flag a number of things about Crowdfunding that counsel should consider and in guiding entrepreneurial clients and small issuers with this developing capital formation exemption from the...more
California continues to hemorrhage corporate charters to Delaware and Nevada. The most recent potential emigrant is SJW Corp. which filed this proxy statement last week seeking shareholder approval of a reincorporation from...more
Securities lawyers had a “first time in forever” moment on March 25, when the U.S. Securities and Exchange Commission (SEC) voted to approve landmark reforms to its Regulation A, the so-called (and until now little-used)...more
On March 25, 2015, in a long-awaited action by the SEC, the regulatory agency finally made a bold move intended to facilitate access to capital for entrepreneurial, high tech startups and other smaller companies. Pursuant to...more
On March 25th, the Securities and Exchange Commission (the “SEC”) adopted new rules to amend Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). The new rules, referred to as “Regulation A+,”...more
The US Supreme Court’s decision in Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, Slip op., No. 13-435 (Mar. 24, 2015), held that issuers may sometimes be liable under Section 11 of the Securities Act...more
The United States Supreme Court in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., clarified standards for liability that a company issuing securities may face through...more
The former President and CEO of a public company repeatedly charged personal expenses to the firm largely by falsifying documents and records. Although the executive admitted certain misdeeds to internal investigators...more
On March 25, 2015, the SEC formally adopted its final rule amendments governing the expansion of registration exemptions for public offerings of $50 million or less in any 12-month period under Regulation A of the Securities...more
Deciding this Term’s big securities case, a unanimous Supreme Court held on March 24 that a statement of opinion does not become actionable under the “untrue statement of material fact” clause of section 11 of the Securities...more
On 24 March 2015, the European Securities and Markets Authority (ESMA) published a Consultation Paper setting out draft guidelines on complex debt instruments and structured deposits.
The Securities and Exchange Commission adopted yesterday a new set of regulations entitled Regulation “A+,” designed to provide a more streamlined approach for small and mid-sized companies to offer securities to the public....more
Yesterday, March 25, 2015, the Securities and Exchange Commission voted unanimously to adopt final rules to implement the rulemaking mandate of Title IV of the JOBS Act by adopting amendments to Regulation...more
Regulators and lawmakers in the US continue to review and consider measures that may promote capital formation for smaller and emerging companies. Although the number of initial public offerings (IPOs) in the US in 2014...more
Focus on Fiduciary Standards. In February the President’s Council of Economic Advisers (CEA) issued a Report on the Effects of Conflicted Investment Advice on Retirement Savings. In its conclusion, the Report estimated the...more
On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant...more
The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more
After seeking comments last fall, the Securities and Exchange Commission (“SEC”) recently approved the Financial Industry Regulatory Authority’s (“FINRA”) proposed rule governing member firms’ verification and investigation...more
On March 24, 2015, the U.S. Supreme Court held that a pure statement of opinion in a securities registration statement is not an “untrue statement of a material fact” under Section 11 of the Securities Act of 1933 just...more
Today, SCOTUS issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. In the case, SCOTUS answers these questions: First, when can a statement of opinion be considered a “false...more
On March 17, the Securities and Exchange Commission approved amendments to the information barrier rule of the International Securities Exchange, LLC (ISE). As reported in the October 17, 2014, edition of the Corporate &...more
PitchBook recently released its 1H 2015 VC Valuations and Trends Report that breaks down over 20,000 valuations of private company financings and exits over the past 10 years. The report shows continued increase in median...more
On Friday, March 20, 2015, the SEC announced it will vote on its proposed changes to Regulation A at an open meeting on Wednesday, March 25, 2015. These changes are generally referred to as Regulation A+ and are meant to...more
When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more
China’s recently announced plan to restructure and consolidate its state-owned enterprises (SOEs) focuses on bolstering the private sector of its economy and creating economies of scale to allow Chinese companies to better...more
Find a Business Organization Author »
Back to Top