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Business Organization Securities

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

Fake News, Fake Tender Offer, Yields SEC, DOJ Charges

by Dorsey & Whitney LLP on

The Commission brought an enforcement action, in conjunction with the Manhattan U.S. Attorney’s Office, charging Robert Murray with conducting a fake tender offer using fake news. The purpose was to manipulate the share price...more

A Step in the Right Direction: IRS Rules on North-South Spinoffs

The Internal Revenue Service (IRS) recently released guidance on certain “north-south” spinoff transactions. Generally, a “north-south” transaction consists of a transfer of property from a shareholder to a corporation close...more

Thwarting Shareholder Activism Through Engagement

As the 2017 proxy season draws to a close for most companies, it is obvious that shareholder activism remains alive and well, though the actual number of public activist campaigns appears to have tapered off slightly as...more

Shareholder Rights Directive: Parliament Resolution at First Reading to Adopt Directive

by Jones Day on

On 14 March 2017, the European Parliament resolved to adopt the Commission's proposal to amend the Shareholder Rights Directive. The amendments approved by Parliament include...more

Delaware Chancery Court Holds That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On May 15, 2017, Vice Chancellor Sam Glasscock III of the Delaware Chancery Court dismissed a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached their duty of...more

First Circuit Affirms Dismissal Of Putative Securities Class Action, Finding Public Disclosures Precluded Any Finding Of Intent To...

by Shearman & Sterling LLP on

On May 12, 2017, the United States Court of Appeals for the First Circuit affirmed the dismissal of a putative securities class action against biopharmaceutical company Biogen Inc. and three of its officers. In Re: Biogen...more

Corporate and Financial Weekly Digest - Volume XII, Issue 19

BROKER-DEALER - FINRA Requests Comment on Rules Governing Employees’ Outside Business Activities - On May 15, as part of a new review, the Financial Industry Regulatory Authority requested public comment on the...more

Bridging the Week - May 2017 #4

Innocuous Changes in CME Group Globex Rule Could Inadvertently Increase Potential FCM Liability Bigly: CME Group announced amendments to its rule related to Globex order entry that will affirmatively require all persons that...more

More Bond Traders Sued By The SEC For Alleged Fraudulent Misrepresentations Relating To MBS Prices

by Shearman & Sterling LLP on

On May 15, 2017, the Securities and Exchange Commission sued two commercial mortgage backed securities (“CMBS”) traders for securities fraud allegedly committed while buying and selling CMBS on behalf of a large broker-dealer...more

SEC, Cooperman Settle Insider Trading Claims

by Dorsey & Whitney LLP on

The Commission settled its hotly contested insider trading case against well-known hedge fund manager, Leon Cooperman. SEC v. Cooperman (E.D. Pa. Filed Sept. 21, 2016)....more

Legislation Relating to Capital Formation

As the 115th United States Congress is currently in session, a number of bills designed to promote capital raising for companies have been introduced in both the House and the Senate. In the last two months, both the House...more

In Case You Missed It: Launch Links - May, 2017 #2

by WilmerHale on

Some interesting links we found across the web this week: Venture Capital Funding for Cleantech Still Looks Pretty Grim The startup world at large is looking for a rebound after a down year in 2016, but if the Brookings...more

Second Circuit: Reclassification of Claim as Equity Interest? Not Unless It Is Duplicative

The Second Circuit affirmed the bankruptcy and district courts’ decisions subordinating claims asserted against the Debtor by holders of restricted stock units. However, while the court agreed with the lower courts that the...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The new Chairman continues to build out the senior staff, making key appointments. Specifically, the Chairman appointed: Jaime Klima, formerly co-chief of staff under Acting Chairman Piwowar, as his Chief Counsel; Lucas...more

Transparency Initiatives in the Extractive Sector: ESTMA Reporting Deadline Approaching in Canada and Setbacks in the United...

by Bennett Jones LLP on

The May 30, 2017, reporting deadline under the Extractive Sector Transparency Measures Act (ESTMA) is fast approaching. This annual reporting deadline under ESTMA applies to entities that...more

More On Revlon Duties In California

by Allen Matkins on

Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB). For those readers not...more

Institutional Shareholder Services Changes 2017 Voting Policy Applicable to Business Development Companies

Reminder to Internally-Managed Business Development Companies Regarding Shareholder Engagement Following Say-on-Pay Vote - A. 2017 Voting Policy Change - In November 2016, Institutional Shareholder Services Inc....more

Five Things to Consider Before Launching a Crowdfunding Offering

by Smith Anderson on

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments...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

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

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

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

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