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Chair White Testimony and Capital Formation Related Initiatives

In the November 19, 2015 Congressional testimony, Chair White discussed a number of capital formation related initiatives. She mentioned the Commission’s...more

Ben Indek on The SEC's Record-Setting Year [Video]

Ben A. Indek, Co-Managing Partner of the New York office, looks back on the year in securities regulation and talks about some of the things the SEC and FINRA will focus on going forward....more

CalPERS To Consider Support For Corporate Political Spending Disclosure Mandate

Next week, the California Public Employees Retirement System will consider a staff recommendation “to update the legislative and policy guidelines to include support for Securities and Exchange Commission (SEC) rulemaking on...more

Capital Formation Bills to be Included in Transportation Bill

Chairman Hensarling offered an amendment to a transportation and transportation bill, which includes a number of JOBS Act and other capital formation related bills that had received bipartisan support. The capital formation...more

House Passes Act to Codify Section 4(a)(1½) Exemption for Resales of Restricted Securities

On October 6, 2015, the U.S. House of Representatives unanimously approved the Reforming Access for Investments in Startup Enterprises Act of 2015 (H.R. 1839), also known as the RAISE Act of 2015. The RAISE Act has been...more

BDC Bill Approved by Financial Services Committee

On November 4, 2015, the House Financial Services Committee voted 53-4 in favor of HR 3868 sponsored by Congressman Mulvaney. Among other things, the bill would make needed changes to the Securities Act that would bring the...more

House Passes Disclosure Modification and “4(a)(1)(1/2)” Bills

On October 6, the US House of Representatives passed the Disclosure Modification and Simplification Act of 2015 (H.R. 1525), which, if enacted, would require the Securities and Exchange Commission to (1) revise Regulation S-K...more

SEC Settles FCPA Action With Hitachi

The SEC filed a settled FCPA books and records and internal controls action centered on a firm which used a subsidiary partially owned by a foreign political party to influence the award of government contracts. Specifically,...more

"DC Circuit Dismisses Challenge to SEC Rule 206(4)-5"

On August 25, 2015, the U.S. Court of Appeals for the District of Columbia Circuit upheld the D.C. District Court’s dismissal of a challenge to Securities and Exchange Commission (SEC) pay-to-play Rule 206(4)-5 (the Rule) and...more

"SEC Extends Comment Period on Proposed Rule G-42, MSRB Files Partial Amendment"

On August 6, 2015, the Securities and Exchange Commission (“SEC”) filed an Order instituting proceedings intended to determine whether to approve or disapprove Proposed Municipal Securities Rulemaking Board (“MSRB”) Rule G-42...more

Senate Appropriations Committee Is Next Stop For California Finders Bill

AB 667 (Wagner) continues to wend its way through the California legislature.  The bill, which was sponsored by the Corporations Committee of the Business Law Section of the California State Bar, defines a finder as a natural...more

Blog: House Bill To Require Disclosure Of Efforts To Eliminate Slave Labor From Supply Chains

Yesterday, Representatives Carolyn Maloney and Chris Smith introduced H.R. 3226, the ‘‘Business Supply Chain Transparency on Trafficking and Slavery Act of 2015.’’ ...more

Delaware Corporation Law Now Prohibits “Fee-Shifting,” Allows Limited “Forum Selection”

On June 24, 2015, the Delaware State Legislature enacted various amendments to the General Corporation Law of the State of Delaware (the “DGCL”), which resolved two increasingly controversial issues of corporate governance....more

Delaware Legislature Rejects Fee-Shifting Bylaws for Stock Corporations

On June 24, Delaware’s Governor signed Senate Bill No. 75 into law and closed the door on the tantalizing prospect of fee shifting (“loser pays”) bylaws for Delaware stock corporations. The full text of the bill can be read...more

"Update on Compliance Date of SEC Rule 206(4)-5's Placement Agent Provision"

On June 25, 2015, the Securities and Exchange Commission (SEC) issued Release No. IA-4129 setting July 31, 2015, as the compliance date for SEC Rule 206(4)-5's placement agent restrictions on using third-party and affiliated...more

House Holds Hearings on Bill to Ease BDC Restrictions

The Subcommittee on Capital Markets and Government Sponsored Enterprises of the House Financial Services Committee heard testimony on June 16, 2015 in support of proposed bills that would, among other things, increase the...more

Senator Elizabeth Warren Criticizes SEC Chair Mary Jo White for “Extremely Disappointing” Leadership

In a letter dated June 2, 2015, Senator Elizabeth Warren described several “promises” that Mary Jo White, chair of the Securities and Exchange Commission, had allegedly broken. Senator Warren focused on (1) the SEC’s failure...more

Blog: Former SEC Chairs And Commissioners To Chair Mary Jo White: Failure To Mandate Political Spending Disclosure Is...

Today, two former SEC Chairs and one former Commissioner delivered a letter to SEC Chair Mary Jo White politely berating (well, maybe not so politely) her failure to take action on the 2011 rulemaking petition to require...more

Delaware Senate Upholds Ban on Fee-Shifting Provisions in Corporate Governing Documents

The Delaware Senate has passed a bill that would amend the Delaware General Corporation Law (DGCL) to prohibit Delaware stock-based companies from adopting bylaws or articles of incorporation that shift legal fees to the...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2015

The SEC proposed pay for performance rules to implement Section 953(a) of Dodd-Frank, which requires disclosure of “information that shows the relationship between executive compensation actually paid and the financial...more

Delaware Senate Passes Bill Prohibiting Bylaws on Fee Shifting

Tuesday, the Delaware Senate passed legislation prohibiting publicly-traded corporations from adopting bylaws that force shareholders to pay legal fees if they bring internal corporate claims against the company in court and...more

"MSRB Announces Publication of Proposed Rule G-42 in Federal Register"

On May 11, 2015, the Municipal Securities Rulemaking Board (MSRB) announced that Proposed Rule G-42 (standards of conduct for nonsolicitor municipal advisors), with conforming changes to Rule G-8 (books and records), was...more

Delaware Legislature to Consider New Fee-Shifting Legislation

On April 29, 2015, Senator Bryan Townsend introduced legislation that would amend the Delaware General Corporation Law (DGCL) to ban fee-shifting bylaws for Delaware stock corporations (non-stock corporations would continue...more

Blog: Senator Urges SEC To Revisit Rules And Policies On Stock Buybacks

Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks in 2014. ...more

Finders Bill Finds Success In Assembly Committee

In February, I wrote about the resurrection of a bill that would clarify the status of finders under the California Corporate Securities Law of 1968.  Earlier this week, the bill, AB 667 (Wagner) cleared its first policy...more

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