Cohen & Gresser LLP

Top Disclosure and Governance Tips for 2014

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the…more

| Business Organizations, Commercial Law & Contracts, Securities Law

Proposed Changes in Public Company Auditing Standards

On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor’s report. These…more

| Commercial Law & Contracts, Finance & Banking, Securities Law

Arbitrations, Courts, and Confidentiality

Generally speaking, parties can resolve their disputes either in a public court or private arbitration. One significant difference between the two is the confidentiality of the process: only private arbitration can afford…more

| Alternative Dispute Resolution (ADR), Civil Procedure, Privacy

The Future of Exclusive Forum Bylaws

As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013), in recent years many public companies have adopted “exclusive forum” bylaws, a trend that received a boost when Chancellor Leo E. Strine…more

| Business Organizations, Civil Procedure, Commercial Law & Contracts,...

Opportunities and Pitfalls of the New Offering Rules

On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by: - Lifting the ban on general solicitation and advertising in offerings where all…more

| Communications & Media Law, Finance & Banking, Securities Law

Apple Found Liable of Conspiracy to Fix Prices in E-books Case

On July 10, 2013, Judge Denise Cote in the Southern District of New York handed down an opinion and order finding that Apple had violated Section 1 of the Sherman Act by persuading five leading publishers jointly to abandon…more

| Antitrust & Trade Regulation, Civil Remedies, Commercial Law &...

Should Your Board Adopt an Exclusive Forum Bylaw?

Exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, and so potentially reduce or eliminate the cost and strategic difficulties of…more

| Business Organizations, Civil Procedure, Commercial Law & Contracts,...

FCPA Jurisdiction: The Courts Weigh In

Introduction - The jurisdictional reach of the Foreign Corrupt Practices Act (‘‘FCPA’’) is famously long. U.S. regulators have claimed that the statute applies to U.S. and foreign corporations; U.S. nationals anywhere in…more

| Civil Procedure, Commercial Law & Contracts, Criminal Law, International...

FTC’s Authority to Police Data Security Practices Challenged

Hotelier Wyndham Worldwide Corp’s motion to dismiss an FTC lawsuit alleging lax data security practices is likely to have significant implications for the agency’s ability to police cybersecurity practices at American…more

| Administrative Law, Antitrust & Trade Regulation, Civil Procedure,...

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