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“Appraisal Arbitrage” Receives Boost from Delaware Court of Chancery

An increasingly popular hedge fund strategy, commonly referred to as “appraisal arbitrage,” recently received a significant boost from the Delaware Court of Chancery. Appraisal arbitrage refers to the practice of buying...more

SEC Charges Attorney For Allegedly False Legal Opinion

Last week, the Securities and Exchange Commission announced charges against an attorney who was allegedly involved in the filing of false registration statements.  The SEC’s order instituting proceedings alleges that the...more

SEC Approves Amendments to NASD Rule 2340 and FINRA Rule 2310 to Address Values of Direct Participation Program and Unlisted Real...

The Financial Industry Regulatory Authority has issued Regulatory Notice 15-02 regarding the Securities and Exchange Commission’s approved amendments to National Association of Securities Dealers (NASD) Rule 2340 (and...more

QSBS Tax Incentives Extended . . . For Now - Venture Capital and Early Stage and Emerging Companies Alert

What happened? - In the wee hours of December 16th, Congress passed H.R. 5771, the Tax Increase Prevention Act of 2014 (“TIPA”), a stopgap measure that, among other things, retroactively extends certain tax incentives...more

ISS Adopts Discretion in Evaluating Management Equity Plan Proposals – May Lead to Increase in CEO Performance Shares and...

What's New? What's new and interesting about the new ISS "score card rules" are two sentences that say: (i) that an issuer's share plan proposal may pass the Shareholder Value Transfer ("SVT") test but still...more

Legal Considerations for Web Based Start-Ups

Mobile Internet usage is predicted to grow faster in the next few years, making online or web based businesses great opportunities. A leading forecaster found that global mobile internet usage leapt from 14 percent to 25...more

SEC Continues to Focus On Microcap Stock Manipulation

Microcap stock manipulations continues to be a key area of focus for SEC Enforcement with the filing of two new cases involving the CEOs of two firms of manipulating the share price of their firms. In SEC v. Forum National...more

OHA Sheds Some Light on What Constitutes a “Class” of Stock

In my recent article about the impact of separate stock classes on veteran-owned firms, I discussed how having more than one class of voting stock can complicate an ownership analysis under both the Department of Veterans...more

Stock Connect is Open for Business: Funds and Managers Will Soon Be Able to Trade Shanghai-Listed Equities

Regulators in Hong Kong and China recently announced the imminent launch of “Stock Connect” on next Monday, November 17, 2014. Stock Connect gives a wide array of fund managers, private investors, and other market...more

Launch Date Announced for the Shanghai-Hong Kong Stock Connect

The Shanghai-Hong Kong Stock Connect (Stock Connect Scheme) is a pilot programme for establishing mutual stock market access between Mainland China and Hong Kong. According to an announcement made jointly by the Hong Kong and...more

SEC and FINRA Issue Risk Alert on Penny Stock Companies

I’m not your legal advisor. And I’m definitely not your investment adviser. But the first rule of penny stock companies should be: do not invest in penny stock companies. I mean, does that seem like a smart thing to do? ...more

Stock Options for Private Companies: Understanding the Risks, Realizing the Rewards

Executive Brief - • Stock options have been useful components of employee compensation, but new accounting rules adopted in 2005 can have a significant impact on a company’s financial processes and can result in severe...more

This Week In Securities Litigation

This week the SEC and the DOJ filed a settled FCPA action. The disgorgement paid by the issuer put the case at number ten on the list for the largest such amounts paid in an SEC FCPA case....more

Blog: How to Allocate Stock to Founders and Other Early Team Members

One question I get asked all the time by a team founding a startup is how to allocate stock among the two or three initial founders. Often the question is expanded to cover other “founders” who are not prepared to join the...more

A New Fine Question – What Date Should Be Placed On A Stock Certificate?

One fine morning in the middle of the Precession of the Equinoxes, a reader asked me a new fine question that he had never asked before. He asked, “What date should be placed on a stock certificate?”...more

Global HR Hot Topic—November 2014: Employment Law Toolkit for Cross-Border M&A Deals

Some years ago, a leading London corporate lawyer told The New York Times that in "merging two regular companies...you just do it and sort out the people issues afterwards." (A. Sorkin, "A Lawyer's Lawyer: Bridging Borders,"...more

Employee Share Scheme Rules Overhaul

AS FORESHADOWED IN OUR RECENT ARTICLES (4 AUGUST AND 8 OCTOBER), THE FEDERAL GOVERNMENT HAS NOW COMMITTED TO: (A) REVERSING (AT LEAST IN PART) THE CONTROVERSIAL EMPLOYEE SHARE SCHEMES TAX CHANGES IMPLEMENTED IN 2009 AND (B)...more

Function over Form: The Impact of Separate Stock Classes on Veteran-Owned Firms

In my recent blog post about Employee Stock Ownership Plans (“ESOPS”), I discussed how the plans are treated differently under the Department of Veterans Affairs’ program (the “VA Program”) for Veteran-Owned and...more

New Route to Trade Shanghai-Listed Securities

The Shanghai-Hong Kong Stock Connect program, expected to launch this fall, will give many European and U.S. funds, managers and individuals their first opportunity to trade Shanghai-listed equities. Stock Connect represents...more

Blog: You Never Issued Stock To Your Founders. Is That A Problem?

You and your co-founders have begun exploring a new business idea. You plan to incorporate, build out a team and raise capital in the future. However, before incorporating you decide to divide ownership in the future company...more

NYSE Proposes New Global Market Capitalization Test for Listing Companies

On September 30, 2014, the SEC published an NYSE amendment, effective as of such publication, to adopt a new initial listing standard, and to eliminate all but one of the current NYSE initial listing standards, for US...more

MD&A Rules Do Not Create Rule 10b-5 Disclosure Obligation

The Ninth Circuit recently examined whether Item 303 of Regulation of S-K, which sets forth the MD&A rules, creates an affirmative duty of disclosure on which to pin a Rule 10b-5 case. The case centered around a significant...more

An Overview of the Shanghai-Hong Kong Stock Connect

The Shanghai-Hong Kong Stock Connect (Stock Connect Scheme), a pilot programme for establishing mutual stock market access between Mainland China and Hong Kong, was announced in April 2014 by the China Securities Regulatory...more

Legend Removal Requires Proper “Request To Register Transfer”

Removal of legends from restricted securities (i.e., securities issued without registration under the Securities Act of 1933) can be a tricky business for transfer agents, issuers and their counsel. Improperly removing...more

What Fifth Third Bancorp v. Dudenhoeffer May Mean for ERISA Stock-Drop Litigation

Did the future course of “stock-drop” litigation under the Employee Retirement Income Security Act (ERISA) against fiduciaries of public company employee stock ownership plans (ESOPs) take a sharp turn on June 25, 2014, when...more

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