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
How Leading Philippine Companies are Using Bonds to Their Advantage
Hedge Funds Word of the Day™ – 10b5-1 Plan
Private Equity's Inversion Excursion: Pepper Hamilton Talks Tax With the Deal
What Does the Supreme Court Ruling in Alice v. CLS Mean to a Software Entrepreneur?
Warning Signs that Signal You Might be Terminated from Your Job
How is Graphene Currently Used and What is the Hope for the Future?
A Conversation with Tim Gardner on Asia Restructirungs
What is Graphene? Fenwick Patent Attorney Has the Answer
A Conversation with Lindsay Chu on Asia Restructurings
Two Tips for Inventors Filing Patent Applications
The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Fiduciary Out
FCPA Compliance and Ethics Report-Episode 68-Neil Swidey, author of Trapped Under the Sea
Certified "B" Corps: How to do good and make money at the same time
As baby boomer business owners begin to retire, many will want to monetize the value they have created in their businesses. An employee stock ownership plan (ESOP) is one alternative. The ESOP alternative, authorized by the...more
On September 10, 2014, the United States Securities and Exchange Commission (the “SEC”) announced enforcement proceedings against officers, directors and major shareholders and publicly-traded companies for violations related...more
Although the initial ruckus over how to determine the outcome of executive compensation say-on-frequency votes has subsided, I still maintain that the Securities and Exchange Commission botched the rule (§240.14a-21(b)). ...more
In this issue:
- SEC Releases Strategic Plan for 2014–2018
- House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act”
- FINRA Board Approves Several Rulemaking Items...more
Three events occurred during 2013 that have the potential to significantly affect angel investment around the country: (1) the Securities and Exchange Commission (“SEC”) lifted the prohibition on general solicitation for...more
As reported by Bloomberg, director of Corp Fin Keith Higgins, speaking at the ABA meeting of the Business Law section in Chicago, provided Corp Fin’s tally of no-action requests and responses in connection with shareholder...more
Based on the press release issued by the Luxembourg Ministry of Finance (MoF), the amendment allocates the right to tax capital gains realised upon the sale of stock, shares or other rights in companies, trusts or any other...more
The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more
In October 2013, SEC Chair Mary Jo White gave a speech at the Securities Enforcement Forum in which she declared an “enforcement mission” of the SEC to be implementation of the “broken windows” theory of crime deterrence...more
The U.S. Commodity Futures Trading Commission (“CFTC”) issued an Exemptive Letter on September 8, 2014 (“Exemptive Letter”) providing that an issuer relying on Rule 506(c) of Regulation D and resellers relying on Rule 144A,...more
The CFTC’s Division of Swap Dealer and Intermediary Oversight (DSIO) issued a no-action letter that provides exemptive relief until the CFTC takes action on JOBS Act related amendments to its Part 4 Rules....more
On September 5, 2014, the Office of Chief Counsel, Internal Revenue Service (IRS) released an internal generic legal advice memorandum advising an IRS field agent that the statutorily provided “limited partner” exception to...more
COMPANY LAW -
Some general matters relating to company law in Australia are discussed below.
REGULATORY SCHEME -
The Corporations Act principally regulates companies, their incorporation, the acquisition...more
Building on an undercover sting operation, the SEC filed an enforcement action against two individuals and their controlled entity. They are alleged to have conducted a business which helped shareholders conceal their...more
Ten practical considerations can help companies around the world tap the significant US capital market with IPOs.
Investors in the United States continue the search for yield. Over the past several years, over 60...more
The Delaware Supreme Court recently held that, in certain circumstances, shareholders may be able to obtain access to privileged, internal documents in order to investigate potential breaches of fiduciary duty. In Wal-Mart...more
On August 29, 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 $128.80 per million...more
On August 4, 2014, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) published a Notice of Proposed Rulemaking ("NPRM") that would amend existing Bank Secrecy Act (“BSA”) regulations...more
While Congress continues its aggressive push on cybersecurity legislation, regulatory oversight and legal efforts continue across the spectrum of industries effectively filling the gap in addressing now every day concerns...more
Activism is on the rise and everyone's activism defense playbook includes engagement, engagement and more engagement as the principal response.
The experts in the field are well versed in when to engage, who to engage...more
Over the past several years there has been an overwhelming abundance of class action shareholder litigation. A study by Cornerstone Research found that in 2013 alone, 94% of mergers and acquisitions worth over $100 million...more
The changes address corporate governance, liability, and other issues.
Russia continues to pursue a series of reforms to modernise its civil and commercial laws and improve the business environment. Recent amendments...more
On July 21, the FDIC clarified how it will evaluate requests by S-Corporation Banks to make dividend payments that would otherwise be prohibited under the Basel III capital conservation buffer. New Basel III capital rules...more
Florida recently clarified the limited circumstances in which a corporate shareholder or limited liability company member has standing to bring a direct claim for damages relating to the company. On July 9, in Dinuro...more
Startups and public companies alike often use equity to help attract, retain and incentivize talented employees and other service providers. The different forms of awards have proliferated in the past several years, though,...more
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