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In an unpublished opinion in The Hemmer Group v. Southwest Water Company, No. 11-56154, slip op.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.
In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more
In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss the plaintiffs’ breach of fiduciary duty claims.
Defendant Diamond Foods, Inc. (“Diamond”) was planning a December 2011 merger...more
Craig M. Lewis, Chief Economist and Director, Division of Risk, Strategy, and Financial Innovation, U.S. Securities & Exchange Commission, described the SEC’s “Accounting Quality Model,” or AQM. This model is being designed...more
All franchisors that have at least one franchisee operating in New York State should be aware that they must file an annual information return next month under a state tax law. This annual report is due on or before March...more
A bill has been introduced in the Pennsylvania Senate by Senator Mike Folmer (R-Lebanon) and others which would, among other things, dramatically change the process by which municipal financings are reviewed by the Department...more
Ed. Note-today we are pleased to begin a three part guest series from our colleague Mary Shaddock Jones.
My husband, Brian R. Jones, is a CPA, a Certified Fraud Examiner and a member of the Association of Certified...more
The Massachusetts Securities Division ("the Division") is currently sending letters to exempt reporting advisers in Massachusetts ("MA ERAs") who manage private funds which rely on the exclusion from the definition of...more