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Compliance into the Weeds-Episode 16-SOX reporting & disclosure controls and COSO Framework unity [Video]

In this episode, Matt Kelly and I discuss the differences between SOX 404 reporting controls and 302 disclosure controls. We then pivot to a discussion of the potential merging of the COSO 2013 Framework for controls with the...more

Corporate and Financial Weekly Digest - Volume XI, Issue 41

SEC/CORPORATE – SEC Division of Corporation Finance Issues Five Additional C&DIs Relating to Pay Ratio Disclosure Rule – On October 18, the Securities and Exchange Commission’s Division of Corporation Finance...more

SEC Staff Releases New C&DIs on CEO Pay Ratio Disclosure

On October 18, 2016, the Staff of the Division of Corporation Finance (Division) of the Securities and Exchange Commission (SEC) released new Compliance & Disclosure Interpretations (C&DIs) for the controversial pay ratio...more

UK Market Abuse Regime Extends Its Reach: Implications for Issuers

Companies trading on either the London Stock Exchange’s Main Market or AIM should ensure that their systems and procedures reflect changes to their disclosure and other obligations arising from the implementation of the new...more

SEC Will Vote on Final Intrastate Offering Exemptions

On Wednesday, October 26, 2016, beginning at 10:00 a.m., the Securities and Exchange Commission will hold an open meeting at which the Commission will consider the adoption of final rule amendments relating to Securities Act...more

When The SEC Become A Real Estate Regulator

For at least a century, it has been said that only three things matter in real estate: location, location, location. Recently, the Securities and Exchange Commission took this old saw to heart in the context of disclosure of...more

Bridging the Week - October 2016 #3

Registration Based on Quantitative Test Likely to Be Part of Supplemental Regulation AT, Suggests CFTC Chairman - Timothy Massad, Chairman of the Commodity Futures Trading Commission, indicated last week that he...more

In Case You Missed It: Launch Links - October, 2016 #3

Some interesting links we found across the web this week: The first 100 days of your startup: From registering a name to funding options - How to start a startup: Advice from startup founders - Techworld talks...more

SEC Issues Guidance on Pay Ratio Disclosure Rule

On October 18, 2016, the Division of Corporation Finance of the Securities and Exchange Commission issued five new compliance and disclosure interpretations (C&DIs) regarding the pay ratio disclosure rule, which will require...more

SEC’s Latest Insider Trading Action: A Question of Materiality

Earlier this month the Supreme Court head argument in Salman, perhaps the most significant insider trading case to be considered by the High Court in decades. The issue there centers on what constitutes a personal benefit...more

SEC Releases New Interpretations on CEO Pay Ratio Disclosure

On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs...more

The SEC Speaks: How to Identify the Median Employee for Your Pay Ratio Disclosure

The SEC’s Division of Corporation Finance posted five new Compliance and Disclosure Interpretations (C&DIs) regarding the pay ratio disclosure requirements in Item 402(u) of Regulation S-K on October 18, 2016. The “pay ratio”...more

Defending parallel proceedings: key considerations and best practices

Parallel proceedings refer to two or more concurrent investigations or litigations arising out of a common set of facts. These proceedings can involve any combination of criminal, civil, or administrative authorities, as well...more

FINRA Announces Effective Date of New Capital Acquisition Broker Rules

FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more

Blog: Corp Fin Issues New And Revised CDIs On Rule 701 And Rule 144(D)

More new and revised CDIs from Corp Fin today. This time, the CDIs address Rule 701 and the Rule 144(d) holding period. Rule 701 — Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit...more

Changes to the PSC regime

Although the PSC regime has only been in force since spring 2016, the government is now consulting on changes to the regime to make it compliant with the Fourth Money Laundering Directive. The Directive came into force...more

Warranties and representations distinguished

The High Court has considered whether warranties in a share purchase agreement were also representations and could, therefore, found an action for misrepresentation under the Misrepresentation Act 1967....more

Hong Kong Securities Laws Violations: The SFC’s Extra-Territorial Reach – Part 2 (U.S. short-seller found culpable of market...

Hong Kong’s Market Misconduct Tribunal (the "MMT") has found U.S.-based Andrew Edward Left culpable of market misconduct in connection with his research report (“Left’s report”), published on June 21, 2012 on a U.S.-based...more

"SEC Staff Issues Interpretive Guidance on Pay Ratio Rules"

On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more

This Week In Securities Litigation

The Commission filed another action in which admissions were required as part of the settlement. The proceeding named as Respondents a foreign bank and two of subsidiaries. Respondents variously acted as unregistered brokers...more

SEC Approves FINRA Rules Addressing “Pay-to-Play” Practices

The Securities and Exchange Commission (the “SEC”) recently approved the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposal to adopt FINRA Rules 2030 and 4580, which set forth pay-to-play restrictions, and...more

Funds Escape Debt-Equity Regulation Net—For Now

Key Points - - The New Regulations do not apply to debt issued by investment partnership funds, including publicly traded partnership funds, or blockers-at least, not now. - The New Regulations can apply to...more

For Food & Beverage Entrepreneurs, Financing Deals Often Come In More Flavors Than Just Vanilla: Insights from Nutter’s Will...

Will Bernat, a partner in Nutter’s Business Department and a member of the firm’s Emerging Companies and Commercial Finance practice groups, weighed in on financing deals for food and beverage companies in Nutter Insights....more

SEC Division of Enforcement Focuses on Auditor Compliance

Speaking at the American Law Institute’s Conference on Accountants’ Liability in September, Andrew Ceresney, Director of the Division of Enforcement of the Securities and Exchange Commission, reviewed in detail the SEC’s...more

Spuds MacKenzie Runs into FCPA/Whistleblower Buzzsaw

Ha. I’m just kidding. I don’t think Spuds MacKenzie has been a thing for years. But his former patron, Anheuser-Busch InBev, ran into some FCPA problems last month, and tacked on a whistleblower charge for good measure....more

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