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Business Organization Updates

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Delaware Court Of Chancery Focuses On Fiduciary Duty Of Directors Appointed By Preferred Stockholders

by Roetzel & Andress on

In a recent Delaware Court of Chancery opinion filed April 14, 2017 in The Frederick Hsu Living Trust v. ODN Holding Corporation, the court held that it may be a breach of the directors’ fiduciary duty to cause the...more

FINRA T+2 Rules Are Approved

In May 2017, in Regulatory Notice 17-19, FINRA announced the SEC approval of a variety of its proposed rule amendments relating to the upcoming move of the U.S. securities markets to the T+2 settlement cycle....more

The NCUA's New Member Business Lending and Commercial Lending Rule, and the Lingering Issue of Spousal Guarantees

by Nexsen Pruet, PLLC on

Business loans have “become a larger share of credit unions’ loans and assets.” Of those credit unions with between $100 million and $500 million in assets, over three quarters are making business loans. Of those with more...more

SEC Amends Crowdfunding Rules

Under the Jumpstart our Business Startups Acts of 2012 (the “JOBS Act”), the Securities and Exchange Commission (the “SEC”) adopted rules allowing for securities-based crowdfunding in 2015. The JOBS Act required the SEC to...more

Financial Conduct Authority Publishes Policy Statement on Remuneration in Capital Requirements Directive IV Firms

by Shearman & Sterling LLP on

The Financial Conduct Authority has published a Policy Statement containing final Handbook text and guidance on the requirements for remuneration policies that apply to firms subject to the Capital Requirements Directive IV....more

Privacy Due Diligence In A Merger Or Acquisition: A How-To Guide

by Bryan Cave on

The FTC can hold an acquirer responsible for the bad data privacy practices of a company that it acquires. Evaluating a target’s data privacy practices, however, can be daunting and complicated by the fact that many “data”...more

Financial Conduct Authority Publishes Policy Statement on Application of its Conduct Rules to Non-Executive Directors

by Shearman & Sterling LLP on

The Financial Conduct Authority has published a Policy Statement on applying conduct rules in the Code of Conduct sourcebook to non-executive directors in the banking and insurance sectors. In-scope NEDs are those who do not...more

Financial Conduct Authority Publishes Policy Statement and Final Guidance on the Duty of Responsibility

by Shearman & Sterling LLP on

The Financial Conduct Authority has published a Policy Statement and final Guidance on how it will enforce the "duty of responsibility". The "duty of responsibility" came into force to replace the much-criticised so-called...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2017

by Stoel Rives LLP on

The SEC has been relatively quiet since November because it has been without a chair or a full board. At least one of those issues was resolved last week when Jay Clayton was sworn in as the SEC Chair. See here. Nine...more

Changes to Corporate Criminality Offences in the UK Cause Corporate Dealmakers to Review Acquisitions

by Latham & Watkins LLP on

Proposed changes to corporate criminal offending should cause corporate dealmakers to review the scope of acquisition diligence, particularly in light of the UK Serious Fraud Office’s (SFO’s) increasing use of deferred...more

NASAA adopts statement of policy to usher in e-delivery and e-signature for non-traded offerings

by DLA Piper on

Under an initiative approved last week by the membership of the North American Securities Administrators Association (NASAA), sponsors, issuers, broker-dealers and others involved in the offer and sale of shares of non-traded...more

Compliance Program Oversight - The Board’s Overlooked Role

It’s long been axiomatic that an effective compliance program cannot exist without a strong ethics and compliance culture, which in turn requires the proper “tone from the top.” Yet, when most companies think “top,” they...more

Dual-Class Stock and Private Ordering: A System That Works

Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more

Appraisal Rights in Maryland

by Miles & Stockbridge P.C. on

With the recent focus on appraisal rights in the Delaware Court of Chancery, it was only a matter of time before a Maryland court took up the issue. Although originally authored in April 2016, the Circuit Court for Baltimore...more

Tax administrations prepare for automatic exchange of CbC reports - are you ready? Three takeaways

by DLA Piper on

OECD announced that another important step has been taken to implement country-by-country (CbC) reporting requirements, as signatories to the Multilateral Competent Authority Agreement on the Exchange of CbC Reports (the CbC...more

The Banking Executive Accountability Regime

by Dentons on

Last week the Turnbull Government announced that it will overhaul the Australian financial services system and bring forward a comprehensive package of reforms aimed at strengthening accountability and competition within the...more

Is There A “Revlon Duty” In California?

by Allen Matkins on

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere. One such case is Revlon, Inc. v. MacAndrews &...more

Thinking About Expanding Your Business?

by Ruder Ware on

Flyte Family Farm in Coloma has grown a lot over the years. Not only has Flyte grown tons of crops, but Flyte has also grown its business, which has expanded to five greenhouses and 3200 acres....more

Doing Business in Saudi Arabia 101: Investing in the Kingdom

by Dechert LLP on

President Donald Trump will be making his first official overseas trip as president to the Kingdom of Saudi Arabia, commencing May 20, 2017. During the course of the president’s trip, over US$100 billion worth of...more

Delaware Bankruptcy Court Denies Creditors’ Committee Access To Privileged Documents

by McCarter & English, LLP on

In a May 8, 2017 ruling, the Delaware Bankruptcy Court denied the official committee of unsecured creditors from accessing certain documents withheld from production based on the attorney-client privilege. Despite the purpose...more

Blog: Considerations Regarding The Defensive Health Of Newly Public Companies

by Cooley LLP on

As discussed in this December 2016 Cooley Alert, this proxy season, the policies of ISS and Glass Lewis provide that they will recommend voting against the re-election of directors of “newly public” companies that, prior to...more

SBA Delays (Again) the Rule on SBIC Passive Business Financing

by Pepper Hamilton LLP on

On May 2, the U.S. Small Business Administration (SBA) published a Notice, delaying for an additional 90 days the effective date of a recent Final Rule that modifies SBA’s regulations on the ability of a small business...more

Where Is Delaware Corporate Litigation Going?

by Morris James LLP on

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse...more

Alert: New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

by Cooley LLP on

ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more

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