Securities Franchise

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Pfizer DPA Part II – Enhanced Compliance Obligations and Corporate Compliance Obligations

Last week I began an exploration of the Pfizer Deferred Prosecution Agreement (DPA) which was announced last week by the Department of Justice (DOJ) in connection with its settlement of Foreign Corrupt Practices Act (FCPA)...more

Barclay’s Speeding Defense and GlaxoSmithKline’s Claw backs – Implications for FCPA Compliance

I once heard James Baker say that the only way to know how a person will perform as President of the United States is by being President. In other words, there is no way to test how a person will respond to the stresses and...more

China 20/20: Legal & Regulatory Developments - January 23, 2012

In This Issue: -China Issues New Foreign Investment Catalogue -NDRC Issues Notice to Standardize Equity Investment Enterprises -China Improves Administration of Foreign Invested Holding Companies -MOFCOM...more

Chapman v. Rudd Paint and Varnish , 409 F.2d 635 (1969)

Chapman v. Rudd Paint and Varnish

The Ninth Circuit held that the promotional brochure was not part of the agreement, and contained fundamental elements that did not create a security as defined by federal law. The distributor agreement specified that the...more

Preserving The Stockholder Franchise: Johnston V. Pedersen (Del. Ch. Sept 23, 2011)

In This Issue - Preserving the Stockholder Franchise: Johnston v. Pedersen (Del. Ch. Sept 23, 2011) - Recent Compensation Trends in Mergers and Acquisitions and Section 409A - Recent Reforms and Trends in the...more

Former Chairman of Wm Morrison Supermarkets Plc Fined for Breach of Share Disclosure Rules

On August 16, the UK Financial Services Authority (FSA) announced that it had published a final notice imposing a penalty of £210,000 (approximately $350,000) on Sir Ken Morrison (KM), the former chairman of Wm Morrison...more

Saint or Sinner? The Efficacy of the Proposed “1,000 Shareholder” Amendment to Section 12(g)

In response to what they believe to be a hindrance to capital formation, Representatives David Schweikert (R-AZ) and Jim Himes (D-CT) have introduced a bill in the House that would amend Section 12(g) of the Exchange Act. The...more

Franchsing and the FCPA

The Foreign Corrupt Practices Act (FCPA) applies to all US companies and individuals which conduct business overseas. FPCA practitioners recognize there are two components: (1) the anti-bribery component, handled by the...more

California’s Big EASI

My friend, Bill Twomey, suggested a post describing how to get copies of securities and franchise filings made with the Department of Corporations. It’s actually pretty easy. The DOC maintains the California Electronic...more

Meadow Fresh Farms v. Sandstrom

Does the sale of $25 worth of merchandise and a $3.50 literature packet satisfy the statutory standard for an "investment" under...

The North Dakota Supreme Court held that the de minimus fees involved in joining Meadow Fresh qualified the program as a franchise and as a security, subjecting it to both regulatory schemes. Meadow fresh sold milk powder...more

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