Stinson Leonard Street - Dodd-Frank and the Jobs Act

Option Holders Cannot be Burdened With Escrow in Merger Transaction

In Fox v. CDX Holdings, Inc., the Delaware Court of Chancery held that option holders could not be burdened by an escrow imposed on equity holders in a merger transaction when the terms of the option plan did not permit the…more
| Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

Bank Has Standing to Challenge Constitutionality of CFPB

In State National Bank of Big Spring v. Lew, the United States Court of Appeals for the District of Columbia Circuit ruled that the plaintiff had standing to challenge the constitutionality of the CFPB. The Court made quick…more
| Constitutional Law, Consumer Protection, Finance & Banking

Court Permits Settlement of Appraisal Demands on Terms Not Available to All Dissenters

Tiny deals can bring large complications. Mannix v. PlasmaNet, Inc. involved appraisal rights in a merger where the merger consideration, after adjustments, amounted to $114,000, to be split amongst 19,307,715 shares, or…more
| Commercial Law & Contracts, Mergers & Acquisitions, Securities Law

Fed Approves Rule Requiring Largest Banks To Further Strengthen Capital

The Federal Reserve Board approved a final rule requiring the largest, most systemically important U.S. bank holding companies to further strengthen their capital positions. Under the rule, a firm that is identified as a global…more
| Finance & Banking

SEC Grants Relief From Risk Retention In Refinancing Transaction

The SEC granted Crescent Capital Group LP no-action relief if it does not retain an eligible risk retention interest under Section 15G of the Securities and Exchange Act of 1934 in connection with a refinancing of CLOs that…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

Agencies Provide Guidance On Seeding Period for Volcker Rule

The staffs of the agencies responsible for administering the Volcker Rule have again updated the Volcker Rule FAQs. A new FAQ notes that the rule implementing the Volcker Rule and the accompanying preamble make clear that a…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

Briefing on Regulation A+ Challenge to Extend Though November

The United States Court of Appeals for the District of Columbia has entered a briefing schedule in Montana’s and Massachusetts’ challenge to Regulation A+. The states’ briefs are due August 26, the SEC’s brief is due September…more
| Commercial Law & Contracts, Securities Law

One Tardy Whistleblower Wins SEC Award, One Loses

The SEC announced a whistleblower award of more than $3 million to a company insider whose information helped the SEC crack a complex fraud. The multi-million dollar payout is the third highest award to date under the SEC’s…more
| Civil Rights, Commercial Law & Contracts, Labor & Employment Law, Securities Law

SEC Cannot Use Dodd-Frank Bans Retroactively

Section 925(a) of the Dodd-Frank Act expanded a remedy for certain violations of securities laws form barring association with broker-dealers to a bar that includes municipal advisors, rating organizations and other regulated…more
| Civil Remedies, Commercial Law & Contracts, Finance & Banking, Securities Law

FASB Defers Effective Date of New Revenue Recognition Standard

Audit committees, CFOs and accountants everywhere are cheering as the FASB has deferred the effective date of its new revenue recognition standard. As a result, public business entities, certain not-for-profit entities, and…more
| Commercial Law & Contracts, Finance & Banking, Labor & Employment Law, Nonprofit Law

Third Circuit Issues Decision in Wal-Mart Case

The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary business…more
| Commercial Law & Contracts, Securities Law

SEC Seeking Comment on Possible Revisions to Audit Committee Disclosures

The SEC has issued a concept release to seek public comment regarding audit committee reporting requirements, with a focus on the audit committee’s reporting of its responsibilities with respect to its oversight of the…more
| Commercial Law & Contracts, Securities Law

SEC Proposes Clawback Rules—A Comprehensive Summary

The SEC has proposed new rules to implement Section 954 of the Dodd-Frank Act, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national securities…more
| Commercial Law & Contracts, Securities Law

Executive Compensation Paid to Controlling Shareholders Subject to Business Judgment Review When Approved by an Independent Committee

Members of the Dolan family hold 73% of the voting power of Cablevision Systems Corporation’s stock. A shareholder commenced a derivative action regarding the executive compensation paid to Dolan family members serving as…more
| Business Organizations, Civil Procedure, Business Torts, Securities Law

Vanishing Regulation A+ Filings

The initial filings seemed to be of low quality. I feel for the SEC staff, because it appears they will have their hands full as people lob in poorly conceived filings. It appears they will have to do more babysitting than…more
| Finance & Banking, Securities Law
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Contact: Steve Quinlivan

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