FCA Implications for M&A Transactions
How to Secure Advances to Fund Legal Fees
Mediating Complex Insurance Coverage Disputes Series Part 4 - How to Seal the Deal
Practical Training for Project Managers & Supervisors Two-Part Webinar Series: Part Two
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Indemnification Provisions: What They Mean and What You Should Worry About
FCPA Compliance and Ethics Report-Episode 168-Dan Cogdell on criminal procedure issues in defending an individual prosecuted criminally under the FCPA
CorpCast Episode 2: Advancement 101
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
As we reach the midpoint of 2024, the SEC has maintained its rigorous enforcement stance on the private funds industry, proposing new rules and oversight tools to better identify and investigate market practices. As 2024...more
In its final Private Fund Adviser Rules adopted last year, the SEC dropped one of the more controversial proposed rules—the proposal to prohibit contractual exculpation or indemnification provisions that would shield or...more
The legislation allows decentralized autonomous organizations to gain legal entity status and operate within the bounds of applicable law. ...more
All companies that have securities listed in the United States, including foreign and domestic companies, are required to adopt an executive compensation recoupment (a.k.a. “clawback”) policy by, in most cases, no later than...more
On August 23, 2023, by a vote of 3-2, the Securities and Exchange Commission (the “SEC”) adopted new final rules and amendments to existing rules under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) with...more
On August 23, 2023, the SEC voted (3-2) to adopt new rules and amendments under the Investment Advisers Act of 1940 applicable to private fund advisers (available here), which were initially proposed in February 2022. The...more
On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided...more
Several recent developments with the U.S. Securities and Exchange Commission (“SEC”) come into effect this year, including the new pay-versus-performance proxy disclosure as well as new Rule 10b5-1 rules and related...more
Implications of SEC attempt to curb indemnification for private fund managers - The SEC spent 2022 making multiple and sweeping proposals to amend rules under the Advisers Act, many of which have the ability to...more
The current volatility in financial markets has caused an increase in interest in pre-marketing certain bespoke securitization transactions, including esoteric, real estate-based, whole business, music royalty and digital...more
The Securities and Exchange Commission (“SEC”) on October 26, 2022, adopted final rules1 directing national securities exchanges and associations,2 to establish listing standards that require public companies to develop and...more
8 Reasons to Buy D&O Insurance - 1. Attracting New Directors: D&O insurance makes board seats more attractive. 2. Investor Requirements: Some venture capital and private equity firms require that their portfolio...more
In Swipe Acquisition Corp. v. Krauss, CA No. 2019-0509-PAF, 2021 WL 282642 (Del. Ch. Jan. 28, 2021), the Delaware Court of Chancery held that California public policy prohibited a purported waiver of a contractual party’s...more
The COVID-19 pandemic has stressed the M&A market at every stage of the deal-making process – from complicating on-site visits and intensifying the diligence process to introducing valuation gaps (relative to pre-COVID-19...more
The Situation: In response in part to the COVID-19 pandemic, the Delaware legislature amended the Delaware General Corporation Law to address emergency bylaws and related powers exercised by a corporation's board of...more
In June 2017, the Supreme Court held in Kokesh v. SEC that SEC disgorgement is a penalty, rather than an equitable remedy, and thus subject to the five-year statute of limitations codified in 28 U.S.C. § 2462. More than two...more
The founder of Mozido, the fintech startup once claimed to be valued at $5.6 billion, has been named as a defendant in a civil lawsuit filed by the Securities and Exchange Commission (SEC). The complaint names Michael Liberty...more
The securities litigation and regulatory landscape in 2017 defies simple categorization. Plaintiffs filed 226 new federal class actions in the first half of 2017, more than double the average rate over the last 20 years, and...more
Directors and officers are exposed to potential liability from suits by the company, shareholders, and debt holders, among others. There are, however, a number of protections available to protect the assets of directors and...more
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more
Today is the close of the comment period on the Securities and Exchange Commission’s proposed rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which added Section 10D to the Securities...more
Regulatory Developments: DOL Releases Transcripts of Fiduciary Standard Hearings - The Department of Labor (DOL) has released the transcripts of the hearings held by the agency in August on its proposed fiduciary...more
In this issue of the Corporate Communicator, we bring you an article about the SEC’s recently released proposal to adopt rules for the clawback of executive compensation. The proposal is already controversial and it may prove...more
This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more
Not infrequently, a former director may seek to have his attorney fees advanced in two pending matters, only one of which is covered by a corporation’s advancement obligations. An example would be an SEC action coupled with a...more