For personal injury attorneys working on contingency, securing a loan to finance case/trial costs and working capital is a great alternative when compared to partners using their own capital to fund the firm and their cases....more
Should companies look into the driving records of the CEOs that they hire? Robert H. Davidson, Aiyesha Dey, and Abbie Smith answer that question in a forthcoming Journal of Economics paper. These authors examined a sample...more
Deadlines to provide information statements to employees (and former employees) as well as filings to the IRS regarding incentive stock options and employee stock purchase plans are approaching. Companies should be working to...more
Paradoxically, the application of the Hercules Managements duty of care test in cases like Widdrington (Estate of) v. Wightman, 2011 QCCS 1788, affirmed QCCA 1184 (“Castor Holdings”) may actually work to expand, rather than...more
On January 22, 2014, U.S. Securities and Exchange Commission Administrative Law Judge Cameron Elliot (the ALJ) issued an initial decision censuring the Chinese accounting firms affiliated with Ernst & Young LLP, KPMG LLP...more
The insider trading trial of former SAC Capital official Matthew Martoma opened this week in Manhattan with jury selection. The SEC announced the resignation of George Canellos, Co-director of the Division of Enforcement....more
This week in our playbook, we are talking about guarantor and affiliate financial statements.
First, the bad news: As a general rule, all guarantors must present the same audited and unaudited financial statements as...more
DESKTOP STALENESS CALENDAR FOR 2014 OFFERINGS FOR ISSUERS WITH A FISCAL YEAR ENDED DECEMBER 31, 2013 -
When Do Financial Statements Go Stale?
At the close of business on the following dates in 2014 (for issuers...more
On October 2, Joseph A. Smith, Jr., the Monitor of the National Mortgage Servicing Settlement announced four new metrics his office will use to measure the settling servicers’ compliance with the agreement’s servicing...more
In my last blog post, “To Fee or Not to Fee—The Pros and Cons of Payroll Cards,” I discussed the growing popularity of payroll cards and several U.S. senators’ plea for guidance on this burgeoning pay practice. Perhaps in...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
July 2013 was a big month for the Securities and Exchange Commission (the "SEC") in its quest to increase enforcement in the municipal market. On July 19, 2013, the SEC charged the City of Miami, Florida ("Miami"), and its...more
The SEC’s Division of Investment Management recently offered guidance on the custody of privately offered securities....more
Despite the lack of fireworks and fanfare, July 1, 2013, ushered in new changes to the Uniform Commercial Code that are important to bankers, lenders and legal practitioners. The revisions to UCC Article 9 (“Article 9”)...more
A bipartisan group of Pennsylvania Senators led by Senators John Eichelberger (R) and Rob Teplitz (D), the majority and minority chairs of the Senate’s Local Government Committee, and including Senators Mike Folmer (R) and...more
In an unpublished opinion in The Hemmer Group v. Southwest Water Company, No. 11-56154, slip op. at 7-8 (9th Cir. Jun. 7, 2013), the U.S. Court of Appeals for the Ninth Circuit partially revived a securities class action...more
In this letter opinion, the Court of Chancery found that Fuqi International, Inc. (“Fuqi”) was in contempt of two Court orders requiring the corporation to hold an annual stockholders’ meeting and appointed a receiver to...more
The AICPA has issued non-authoritative guidance which provides that auditing an SEC issuer’s financial statements and performing an independent private sector audit of a conflict minerals report would not be inconsistent with...more
The Saudi Arabian General Investment Authority (“SAGIA”) has recently issued new rules for companies contemplating investment in the Saudi Arabian market to conduct contracting and construction activities. The new rules will...more
The US Court of Appeals for the Sixth Circuit recently held that pleading a claim under Section 11 of the Securities Act of 1933 does not require a showing of defendant’s knowledge of false statements in offering documents,...more
On May 24, 2013, the Public Company Accounting Oversight Board (PCAOB) announced a breakthrough in its years' long log-jam with Chinese regulators over access to audit firms' documents located in China....more
The United States Department of Labor (the "Department") has indicated it will propose a new rule that requires qualified participant 401(k)retirement plan statements to show the monthly income the participant can expect to...more
The Securities and Exchange Commission ("SEC") recently announced that it has charged the City of Harrisburg with violations of various anti-fraud provisions of federal securities laws in connection with the resource recovery...more
Yesterday’s blog discussed California’s requirement that many domestic and foreign corporations send financial statements to their shareholders. If a corporation has 100 or more holders of record (determined in accordance...more
California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations.
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