Securities Business Organization

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Want to Ruin Your Relationships? Ask Family and Friends to Fund Your Startup

When you need cash to fuel your startup, it’s tempting to “think local.” The people with the strongest ties to you—relatives, friends, college roommates, running buddies, and co-workers—are the ones who believe in you. You’d...more

2017 Proxy Season: Key ISS Compensation-Related Updates

Companies should consider compensation-related changes to ISS policies when preparing for annual meetings on or after February 1, 2017. Institutional Shareholder Services (ISS) recently released updates to its 2017...more

Day 19 of 30 Days to a Better Compliance Program-Compliance Expertise on the Board [Video]

Every Board of Directors need a true compliance expert sitting on their Board. Almost every Board has a former Chief Financial Officer (CFO), former head of Internal Audit or persons with a similar background and often times...more

Day 18 of 30 Days to a Better Compliance Program-Email Sweeps [Video]

Ongoing monitoring is not limited to the financial component of compliance. The concept is straightforward; at regular intervals you can sweep through your company email database for identified key words that can be flagged...more

Choice of Entity and Key Contents of Organization Documents

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

HSR Act Violations Continue Trend of Heightened Enforcement, Increased Fines in 2016

The past year was a challenging one for investors purchasing voting securities in public corporations with respect to compliance with the Hart-Scott-Rodino Antitrust Improvements Act....more

Informal shareholder resolutions: the Duomatic principle considered

A recent High Court decision has considered whether a company's shareholders had informally amended the company's articles of association under the so-called Duomatic principle. The case highlights issues which can arise from...more

2016 half-year in review: M&A legal developments

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

I Deliver Some Round Observations About California’s Rounding Rule

Yesterday’s post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares. I left for today the subject of rounding. Section 407 of the Corporations Code expressly permits...more

Unfair prejudice and wrongful dismissal: combining claims

The High Court has considered whether it is possible to bring a claim for wrongful dismissal within a petition for unfair prejudice under section 994 of the Companies Act 2006....more

Blog: SEC Charges Company With Violations Of The Rules Related To Non-GAAP Financial Measures

The Corp Fin staff have been dropping hints for quite a while about potential enforcement actions in connection with abuses of non-GAAP financial measures, and now one has finally materialized. In an Order released today,...more

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more

Changes to the Shareholder Rights Directive

The representatives of the EU Council and EU Parliament have agreed the text of a new EU Directive to strengthen shareholder engagement and increase transparency in listed companies in the EU/EEA....more

SEC – GM Settle Internal Controls Action

Effective internal controls are critical to any organization. The Commission has focused on these controls, brining enforcement actions in recent months tied to internal control issues. Its latest case in this area names...more

2017 Considerations for Israeli Companies That are Listed in the United States

In addition to our general update for foreign private issuers for the 2017 proxy season, Israeli companies that are listed in the United States are subject to a number of specific corporate governance and regulatory...more

Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

This memorandum outlines certain considerations for foreign private issuers (FPIs) in preparation for the 2017 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...more

Appeals Court Overturns Marblegate, Citing Analysis by Shearman & Sterling Partner

The law on debt restructurings and liability management is back to where it was. Yesterday, the Second Circuit Court of Appeals reversed the controversial District Court decisions in the Marblegate-Education Management...more

Bridging the Week - January 2017 #2

New Records Retention Regime for 21st Century Proposed by CFTC: The Commodity Futures Trading Commission proposed a revised records retention rule that aims to eliminate many existing antiquated requirements and to be...more

What is the Price for Failing to Voluntarily Disclose an FCPA Violation? – A Curious Case Of Successor Liability

On January 6, 2017, the Securities and Enforcement Commission filed an Administrative Action announcing a settlement with two global agribusiness companies. The Order is brief and short on facts. ...more

Former Equity Portfolio Manager Jailed by UK Court for 12 Months for Insider Dealing

Mark Lyttleton, formerly an Equity Portfolio Manager at BlackRock Investment Management (UK) Limited, was sentenced to 12 months jail (reduced from 18 months) on two counts of insider dealing. Mr. Lyttleton was an Investment...more

New rules for conclusion of major and interested party transactions

The approval of major and interested party transactions by Russian limited liability companies and joint stock companies has for many years been a source of practical difficulties for corporate lawyers and caused legal...more

Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage

The California General Corporation Law explicitly authorizes a corporation to issue fractional shares. Cal. Corp. Code § 407. A corporation, however, is not required to do so. Id. In lieu of issuing fractions, a...more

Compliance into the Weeds-Episode 25 [Video]

In this episode Matt Kelly and I take a deep dive into a couple of recent SEC enforcement actions. The first involved L-3 Technologies and accounting irregularities. The second involves BlackRock and the continued issues...more

SEC – BlackRock Settle Whistleblower Claim

The protection of whistleblowers has been a recurrent theme in recent SEC enforcement actions. The agency has brought a series of actions designed to protect the right of employees to report wrong doing to the Commission...more

Mind the (Pay) Gap: Retailers May Want to Prep for Pay Equity Inquiries From Investors

In 2016, several technology companies received or responded to proposals from investors that requested shareholder votes regarding whether the companies should be required to prepare reports addressing their policies and...more

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