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
Hedge Funds Word of the Day™ – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
Hedge Funds Word of the Day™ – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
Hedge Funds Word of the Day™ – Derivative
Legal Considerations for Web-Based Start-Ups
After SoundCloud & Wunderlist: How Berlin plans to grow its startup scene
Hedge funds word of the day™ – Big Boy Letter
The Committee discussed: Regulation A+; secondary market trading for private securities; venture capital exchanges; and the accredited investor definition....more
Securities and Exchange Commission (“SEC”) Enforcement Division Director Andrew Ceresney, recently drew attention when he announced that the SEC intends to include among its enforcement priorities compliance with the Bank...more
Discussion and Analysis -
In “Conflicts, Conflicts Everywhere,” her speech at the recent IA Watch 17th Annual Compliance Conference, Julie M. Riewe, Co-Chief of the Securities and Exchange Commission Enforcement...more
On February 27, 2015, an Administrative Law Judge (ALJ) determined that, contrary to claims by the SEC, interests in an LLC that invested in conservation easements as a tax deduction mechanism were not “securities” within the...more
Earlier this month, the Delaware Chancery Court offered further guidance on 8 Del. C. § 273, which establishes a mechanism for the dissolution of a joint venture corporation with two 50 percent stockholders. The Chancery...more
The Companies Act 2006 (Amendment of Part 17) Regulations 2015 (the “Regulations”) came into force on 4 March 2015. The Regulations amend section 641 of the Companies Act 2006 to prevent a company from reducing its share...more
How many days does it take for material nonpublic information in a press release or an SEC filing to be deemed fully disseminated to, and digested by, the marketplace? The answer can affect, for example, the duration of a...more
The SEC continued Operation Shell-Expel this week, suspending trading in the shares of 128 OTC issuers bringing its total for the program to about 8% of the shares traded in that market. The Commission also announced another...more
In a wide-ranging speech on Tuesday, Securities and Exchange Commission Director of Enforcement Andrew Ceresney discussed recent SEC actions and current concerns involving the pharmaceutical and medical technology industries....more
Why it matters -
Joining a growing chorus of regulators, the Securities and Exchange Commission (SEC) released two publications addressing cybersecurity: a Risk Alert based on observations from the Office of Compliance...more
EXECUTIVE SUMMARY -
The 2015 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide...more
A recent Delaware opinion, In Re Numoda Corporation Shareholders Litigation, decided on January 30, 2015, appears to be the first opinion to resolve questions under the new Delaware statutes, Sections 204 and 205, which...more
When a company receives an adverse judgment holding it responsible for hundreds of millions in damages, shareholder derivative suits often follow. A typical claim is that had the board exercised proper oversight, the company...more
This might be our most exciting FCPA Compliance Digest thus far – we get to write about a DECLINATION! It feels a little bit like seeing a compliance unicorn.
Cobalt Energy Announces SEC FCPA Declination -
Highlighting the peril of unethical business leadership, a judge recently sentenced the former CEO of a bankrupt cash-management firm to 14 years in prison for defrauding more than 70 customers of more than $665 million...more
Federal Regulators Address the Scope of the Marketing Restriction in the Volcker Rule SOTUS Exemption.
The federal regulatory agencies responsible for implementing the Volcker rule—The Federal Reserve Board, the...more
In February 2014, the Financial Industry Regulation Authority (FINRA), the self-regulatory body for the U.S. securities industry, suspended a former global anti-money laundering compliance officer at Brown Brothers Harriman &...more
If a public company fails to disclose in its quarterly or annual reports trends and uncertainties that it could reasonably expect to have a material impact on revenues, at least one significant federal court has held that the...more
Does California consider membership interests in a limited liability company to be securities? There are two correct answers to this question – yes and no. As I discussed a few years back, the California Corporate Securities...more
As part of its ongoing rollout of its 2015 policy updates, Institutional Shareholder Services (ISS) has issued “Frequently Asked Questions” guidance with respect to both its 2015 Compensation Policies and its new equity plan...more
In “Conflicts, Conflicts Everywhere,” her speech at the recent IA Watch 17th Annual Compliance Conference, Julie M. Riewe, Co-Chief of the Securities and Exchange Commission’s Enforcement Division’s Asset Management Unit),...more
As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden...more
The SEC’s advisory committee will meet this Wednesday to discuss and address means of promoting secondary market liquidity for the securities of small and emerging companies, including addressing the Section 4(a)(1-1/2)...more
A Master holds that the Court should not impose trading restrictions after a books and records inspection but should impose a confidentiality provision. ...more
On February 24, 2015, the Securities and Exchange Commission (SEC) announced that it had settled its Foreign Corrupt Practices Act (FCPA) investigation of payments made by two subsidiaries of The Goodyear Tire & Rubber...more
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