On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more
This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy...more
10/19/2016
/ Acquisitions ,
Activist Investors ,
Board of Directors ,
Controlling Stockholders ,
EU ,
France ,
Germany ,
Italy ,
Mergers ,
Popular ,
Proxy Contests ,
Say-on-Pay ,
Shareholder Activism ,
Shareholder Rights ,
Switzerland ,
UK ,
Unions ,
Voting Rights
In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more
On September 19, 2016, the U.S. District Court for the Southern District of New York granted summary judgment to Wilmington Savings Fund Society, FSB, with respect to claims brought against Cash America International, Inc. in...more
On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more
Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more
The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more
11/5/2015
/ Annual Reports ,
Board of Directors ,
Capital Raising ,
Corporate Officers ,
Crowdfunding ,
Exemptions ,
Funding Portal ,
JOBS Act ,
Proposed Amendments ,
Public Comment ,
Public Offerings ,
Registration Requirement ,
Regulation D ,
Residency Requirements ,
Rule 147 ,
Rule 501 ,
Rule 504 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more
8/14/2015
/ Administrative Interpretation ,
Angel Investors ,
CDIs ,
Compliance ,
Corporate Issuers ,
Disclosure ,
General Solicitation ,
Interpretive Letters ,
Investment Adviser ,
No-Action Letters ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC)
Under German law, the preparation and distribution of predeal research reports — a common practice for German initial public offerings — raises certain insider trading law issues that recently have changed the manner in which...more
As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2015. Companies also should be mindful of the 2015 financial statement "staleness" dates (when financial...more
When negotiating underwriting and purchase agreements for securities offerings by German issuers, legal advisers face conflicting requirements under U.S. economic sanctions laws administered by the Office of Foreign Assets...more
During the past two years the European equity capital markets have shown clear signs of recovery. However, these markets continue to experience more volatility than before the global financial crisis. Virtually every market...more