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Blog: Glass Lewis Jumps Into The Fray On Exclusion Of Shareholder Proposals For Proxy Access

The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting...more

New Year, New Potential for UK and European Private Placements

Week two of the New Year marked a significant step in the development of the European Private Placement Market: The Loan Market Association (LMA) launched template documents for use in European private placement transactions....more

Personal Benefit Required Under Misappropriation Theory of Insider Trading

Yesterday, U.S. District Judge Andrew L. Carter, Jr. rejected the argument by the U.S. Attorney’s Office for the Southern District of New York to limit the Second Circuit’s decision in United States v. Newman to classical...more

Corporate and Financial Weekly Digest - Volume X, Issue 1

In this issue: - SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds - ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy - FINRA Issues Annual Regulatory and...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

In This Report: - Introduction - The Basics - Background to Financial Statement Requirements - What Financial Statements Must Be Included in Public Offerings? - When Does Financial...more

Managing Litigation Risk: Critical Questions for Private Equity Professionals Serving on Portfolio Company Boards

Private equity funds, and individuals affiliated with fund sponsors, are increasingly being named as defendants in lawsuits involving their portfolio companies. This litigation risk arises most frequently where a fund...more

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

In This Report: - Introduction - Background - What Is a “Foreign Private Issuer”? - Some Key Ways in which Foreign Private Issuers Are Treated Differently than Domestic US Issuers - The...more

Africa: Insights on Deal Trends in a PE Growth Market

PE in Africa is fast-growing and investing in a variety of sectors. So what challenges do investors face? The diligence process can be much more hands on, as information is not necessarily readily available in the form...more

Pumping Up for Proxy Season: Know Your Supplements

In connection with a meeting of stockholders, many companies face the decision of whether and how to prepare and file supplemental or amended proxy materials. The decision to supplement or amend, and how to deliver...more

Why Every Day Is Proxy Season for Public Companies  [Video]

Jan. 9, 2015 (Mimesis Law) -- Historically, the proxy season for public companies ran from January through the spring, but it now has become a year-round concern. In a conversation with Mimesis Law’s Lee Pacchia, Foley...more

Ninth Circuit Holds that Under Nevada Law, a Prior Stockholder’s Litigation of Demand Futility Precludes Another Stockholder From...

In Arduini v. Hart, 2014 WL 7156764 (9th Cir. Dec. 17, 2014), the United States Court of Appeals for the Ninth Circuit considered whether the doctrine of issue preclusion prevents a stockholder from relitigating a prior...more

Removing California Securities Legends

When I first started practicing law, the predominant exemption from qualification under the California Corporate Securities Law of 1968 was found in Corporations Code Section 25102(h). Although that exemption remains on the...more

Federal Crowdfunding Efforts Stall While Tennessee Prepares for Takeoff

On January 1, 2015, pursuant to the Invest Tennessee Exemption (ITE), crowdfunding in Tennessee became legal, granting Tennessee-based companies and investors increased access to capital and broadened opportunities to invest....more

Recurrent Rogations Regarding California’s Section 25102(f) Exemption

Section 25102(f) is perhaps the most commonly used exemption from qualification under the California Corporate Securities Law of 1968. Here are just a few of the questions that the Department of Business Oversight receives...more

QSBS Tax Incentives Extended . . . For Now - Venture Capital and Early Stage and Emerging Companies Alert

What happened? - In the wee hours of December 16th, Congress passed H.R. 5771, the Tax Increase Prevention Act of 2014 (“TIPA”), a stopgap measure that, among other things, retroactively extends certain tax incentives...more

Tax Law Extension Good News for Non-corporate Investors

Congress once again temporarily extends the 100 percent capital gains exclusion on “qualified small business stock.” On December 19, 2014, President Obama signed the Tax Increase Prevention Act of 2014 (the 2014 TIPA)...more

Structuring an Agreement Among Owners

When forming a new technology company, there are very few documents as important (and unfortunately, as overlooked) as a Shareholders’ Agreement. The discussion in this post is couched as an agreement among shareholders of a...more

Avoiding Common Pitfalls in Preferred Stock Transactions

Preferred stock issuances by Delaware corporations are often effected through a board’s “blank check” power contained in a company’s certificate of incorporation and permitted by Section 151(a) of the Delaware General...more

OHA Sheds Some Light on What Constitutes a “Class” of Stock

In my recent article about the impact of separate stock classes on veteran-owned firms, I discussed how having more than one class of voting stock can complicate an ownership analysis under both the Department of Veterans...more

What Every Business Should Know About Keeping Its Corporate House in Order

In This Presentation: - Corporate Records Housekeeping - Protecting Assets – Vis A Vis Employees And Others (Trade Secrets, Confidentiality And Non-Competition Agreements) - Protecting Assets – ...more

Blog: How to Allocate Stock to Founders and Other Early Team Members

One question I get asked all the time by a team founding a startup is how to allocate stock among the two or three initial founders. Often the question is expanded to cover other “founders” who are not prepared to join the...more

Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders  [Video]

Nov. 3, 2014 -- Allen Appel, Professor at New York Law School and Director of the International Tax Program, talks with Lee Pacchia about corporate inversions....more

Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations -...more

Accredited Investor Definition Update

The SEC’s Investor Advisory Committee recommended on Thursday that the definition of “accredited investor” in Rule 501(a) under the Securities Act undergo some significant changes. The Committee was established pursuant to...more

A New Era for Private Funds in China?

Several years ago, alternative asset managers were enthusiastically regarding China as a new frontier for fundraising. Indeed, in 2011, Chinese private equity and venture capital firms raised substantially more money from...more

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