Earlier this month, the Securities and Exchange Commission announced enforcement charges against 28 officers, directors and significant shareholders, including hedge funds and large financial institutions, for failing to...more
On June 30, 2014, the SEC issued long-awaited guidance on an investment adviser’s use of third-party proxy advisory firms such as ISS and Glass Lewis. Due to a number of regulatory developments over the past ten years,...more
Prior to the passage of the Dodd-Frank Act, a private equity manager was exempt from federal regulation under the Investment Advisers Act of 1940 (the “Advisers Act”) so long as it managed fewer than 15 private equity funds....more
A heads up to directors considering whether to sell the company: recent Delaware court decisions have demonstrated the potential perils of passively following the advice of financial advisers, particularly where the adviser...more
Effective April 1, 2014, the Delaware General Corporation Law (“DGCL”) has been amended to include new Sections 204 and 205 that will provide Delaware corporations with an avenue to cure certain defective corporate acts,...more
Business intermediaries who facilitate the purchase or sale of privately-held businesses for a success fee based on the size of the completed acquisition may no longer have to be concerned about registering as broker-dealers...more