Stinson Leonard Street - Dodd-Frank and the Jobs Act

Exercising Registration Rights Did Not Violate Fiduciary Duties

Molycorp, Inc. is a publically traded Delaware corporation engaged in a the production and sale of rare earth oxides. Private equity investors held 44% of Molycorp’s stock, appointed certain directors and had demand…more
| Business Torts, Commercial Law & Contracts, Energy & Utilities, Finance & Banking, Securities Law

Montana Joins Massachusetts in Regulation A+ Challenge

Montana has joined Massachusetts in a challenge to Regulation A+ adopted pursuant to the JOBS Act. The Montana and Massachusetts cases have been consolidated…more
| Business Organizations, Commercial Law & Contracts, Finance & Banking, Securities Law

CFTC Issues Final Interpretation on Forward Contracts with Embedded Volumetric Optionality

Recently, the CFTC published a final interpretation clarifying its seven-element test regarding forward contracts with embedded volumetric optionality (EVO). The final interpretation provides that a contract for deferred…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

Massachusetts Moves to Block Regulation A+

The Secretary of the Commonwealth of Massachusetts has filed a petition for review of Regulation A+. The Secretary is asking that the rule be vacated because it is arbitrary, capricious and not in accordance with the…more
| Administrative Law, Business Organizations, Commercial Law & Contracts, Finance & Banking, Securities Law

SEC Updates EDGAR for Regulation A+

The SEC has updated its EDGAR Filer Manual to document changes being made to accommodate Regulation A+ under the JOBS Act. EDGAR will be updated to add Regulation A submission form types DOS, DOS/A, DOSLTR, 1-A, 1-A/A, 1-A…more
| Administrative Law, Business Organizations, Commercial Law & Contracts, Finance & Banking, Securities Law

Proxy Access – Week of May 17 – The Trend Is Less Clear

During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the company…more
| Business Organizations, Commercial Law & Contracts, Finance & Banking, Labor & Employment Law, Securities Law

And Now Bad Actor Waivers for Forward-Looking Statements

The Securities Act (Section 27A(b)) and the Exchange Act (Section 21E(b)) exclude reliance on the safe harbor for forward-looking statements if, among other things, the statement is made with respect to an issuer that has,…more
| Administrative Law, Commercial Law & Contracts, Securities Law

Does the SEC Want Issuers to Self-Report Everything?

Andrew Ceresney, Director, SEC Division of Enforcement delivered remarks at a conference where he addressed the SEC’s cooperation program. Much of the focus was on the benefits of self-reporting and cooperation in high-stakes…more
| Administrative Law, Commercial Law & Contracts, International Law & Trade, Securities Law

CFPB Takes Action Against PayPal for Allegedly Signing Up Consumers for Unwanted Online Credit

The CFPB filed a complaint and proposed consent order in federal court against PayPal, Inc. The CFPB alleges PayPal illegally signed up consumers for its online credit product, PayPal Credit, formerly known as Bill Me Later…more
| Administrative Law, Communications & Media Law, Consumer Protection, Finance & Banking

Is the Conflict Minerals Law Helping?

Those toiling away for the second required conflict minerals filings are sure to wonder whether the law is having any positive impact. Politico has an interesting article about a trip to the DRC in an attempt to answer that…more
| Civil Procedure, Commercial Law & Contracts, Securities Law

ISS Reports on Compensation Trends

ISS has issued a report on compensation trends incorporating data so far from this year’s proxy filings. According to ISS: - The most significant trend continuing in 2015 has been the move to performance-based pay, which…more
| Business Organizations, Commercial Law & Contracts, Finance & Banking, Labor & Employment Law, Securities Law

Proxy Access – Week of May 10 – The Trend is Clear

During the week of May 10, 2015, 8-Ks were filed that disclosed 11 shareholder sponsored proxy access proposals passed and one failed. All required three percent ownership for three years and all were opposed by the company…more
| Business Organizations, Commercial Law & Contracts, Franchise Law, Labor & Employment Law, Securities Law

A Saab Is Not A Tangible Object Either

We previously reported on a U.S. Supreme Court case which interpreted the evidence destruction provisions of Sarbanes-Oxley. A plurality of the Court held in Yates that destruction of fish was not destruction of a tangible…more
| Criminal Law

OCIE Speaks On Private Equity Deficiencies

Marc Wyatt, Acting Director, Office of Compliance Inspections and Examinations, of the SEC, recently gave his views on serious deficiencies found in examinations of private equity advisors at a conference attended by private…more
| Commercial Law & Contracts, Finance & Banking, Securities Law

Delaware Dismisses Caremark Claim Against DuPont

The Delaware Court of Chancery recently dismissed a derivative action in Ironworkers District Council of Philadelphia & Vicinity Retirement & Pension Plan v. Andreotti et al. One of the many claims alleged was a Caremark claim…more
| Business Torts, Commercial Law & Contracts, Finance & Banking, Labor & Employment Law, Securities Law
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150 South Fifth Street Suite 2300
Minneapolis, MN 55402, United States

Contact: Steve Quinlivan

  • 612.335.7076
  • 612.335.1657

Areas of Practice
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