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5 Tips to Build Strong Relationships with Investors

The startup founder/investor relationship is a marriage of sorts. Like any long-term union, there are ups and downs, and it requires effort and commitment to maintain a strong and lasting relationship. When the...more

Another Warning to Mind the Non-GAAP

As we have previously reported, over the past few months, SEC officials and numerous other observers have voiced concern about the pervasive and, perhaps abusive, use of non-GAAP financial measures by public companies. ...more

SEC Prevails In Jury Trial Against Former CEO of Drug Firm

The SEC prevailed at trial against the former CEO of a biopharmaceutical company on claims that he made false and misleading statements regarding the regulatory approval status of the firm’s only drug. Following a two week...more

Persons with Significant Control: Important new regulations that are now in force

On 6 April 2016, amendments to the Companies Act 2006 (the “Act”) came into effect that require companies incorporated under the Act (including companies limited by guarantee) and limited liability partnerships to produce and...more

SEC Settles Insider Trading Action With Corporate Executive

Insider trading has long been a staple of SEC enforcement. The agency has brought a number of actions against corporate executives who have abused their position by using inside information entrusted to them for personal gain...more

Pennsylvania Audits Public Companies for Unclaimed Securities

Holders that use third-party transfer agents, such as Computershare, should check their mailboxes, as they are likely to have a notice from Pennsylvania of an unclaimed property audit. Pennsylvania has engaged...more

Bridging the Week - May 2016

FINRA Hands Out Report Cards on Potential Spoofing and Layering: The Financial Industry Regulatory Authority said that it issued its first cross-market equities report cards aimed at helping member firms identify potential...more

New Semi-Annual Reporting of Risk Data Required for Luxembourg-Domiciled UCITS

The Luxembourg supervisory authority (“CSSF”) recently issued a circular letter (“Circular Letter”) that requires all Luxembourg-domiciled UCITS to provide the CSSF with information – pursuant to the filing of additional...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 5

Electronic Structured Product Systems and FINRA’s Robo-Advisor Report - In a prior issue of this publication, we wrote about electronic structured note issuance platforms, and how these might be affected by U.S....more

Partnerships Must Respond to New Audit Rules

The recently-enacted Bipartisan Budget Act of 2015 includes a far-reaching overhaul of the rules applicable to IRS partnership audits and tax adjustments. This will be significant for partnerships and limited liability...more

FAST Relief from Some Securities Law Requirements

The Fixing America’s Surface Transportation Act (FAST Act), which became law in December 2015, contained important federal securities law changes. - Among other changes, it further reduced the burdens on emerging growth...more

Corporate and Financial Weekly Digest - Volume XI, Issue 17

BROKER-DEALER - SEC Modifies and Extends Pilot Program for NMS Plan to Address Extraordinary Market Volatility - The Securities and Exchange Commission has issued an order that modifies and extends the National...more

IRS Rules Could Treat Related Party Debt as Stock

Multinational groups can strip U.S. earnings away from U.S. taxation by having a domestic corporation issue debt and pay earnings out to foreign affiliates as deductible interest. This strategy could be used after an...more

SEC Sanctions Audit Firm, Partner Tied to Custody Rule

Custody Rule cases are rapidly becoming a staple of SEC enforcement. Rule 206(4)-2 requires registered investment advisers with custody of client funds or securities to implement certain controls to protect those assets....more

How to Build a Startup, Chicago-Style

Building a startup in Chicago differs from building one in Silicon Valley. Chicago investors, both individuals and committed venture funds, tend to be more reserved and practical, whereas coastal venture investors are more...more

This Week In Securities Litigation

The SEC requested comment on the development of a consolidated audit trail this week, a concept long discussed. The audit trail would enable regulators to track trading activity in the U.S. markets. Enforcement initiated...more

Surviving the Strife: How Start-Up Founders Can Ensure That Inevitable Friction and Departures Won't Sink the Company

History is all too often repeated when start-up founders fail to plan for when (not if) they don’t see eye-to-eye. Relationship breakdowns and messy founder departures are common root causes of start-up failures. Common...more

The SEC’s New Registration Fee Estimator

The accurate and timely payment of SEC filing fees can be surprisingly challenging, particularly since it is often one of the last tasks performed in the scramble before a filing. The SEC has over the years attempted, with...more

Underwriters May Have Expertise But That Does Not Make Them “Experts”

In the LBP Holdings v. Allied Nevada Gold Corp. decision released on April 27, 2016, the Ontario Superior Court of Justice refused to allow the underwriters of a secondary public offering (SPO) to be added as defendants to a...more

House of Representatives Passes the HALOS Act; Fair Access to Investment Research Act of 2016 is Introduced

On April 27, 2016, the House of Representatives passed the Helping Angels Lead Our Startups Act (H.R. 4498) (the “HALOS Act”), which was first introduced on April 16, 2015. The HALOS Act directs the SEC to amend Regulation D...more

Presidential Decree on Construction and Infrastructure Projects in Azerbaijan

The President of the Republic of Azerbaijan has approved a Law On the Implementation of Special Financing for Investment Projects in Connection with Construction and Infrastructure Facilities, dated 15 March 2016. In...more

Overview of Cap Tables

A company’s “capitalization” is, in one sense of the word, a breakdown of its ownership structure, in terms of equity and convertible debt. A new venture with just one founder, and no other parties involved yet, has the...more

SEC Complaint: How To Create A Manipulation Vehicle

Microcap fraud has long been a focus of SEC enforcement. Many of the cases start with a public shell followed by a reverse merger in which the promoters end up with large portions of the stock. The transaction culminated with...more

SEC Crowdfunding Rules to Become Effective May 16

Securities and Exchange Commission rules authorizing equity crowdfunding become effective May 16, 2016. Under the crowdfunding rules, an eligible company may raise up to $1 million on the internet in a 12-month period,...more

PCAOB Evaluates Audit Firm Communications with Audit Committees

On April 5, the PCAOB issued a report regarding compliance with Auditing Standard No. 16, Communications with Audit Committees (AS No. 16), based on its inspections of issuer audits during its 2014 inspection cycle. AS No. 16...more

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