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Business Organization Updates

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Plan Sponsors Need To Deal With A Whole New 401(k) World

by Ary Rosenbaum on

I’ve been an ERISA attorney for over 19 years and 401(k) plans have dramatically changed because of law changes, technological change, and changes in the marketplace. The problem is that most plan sponsors are stuck back in...more

SEC Approves NYSE’s Proposed Amendment Limiting Issuance of Material News After Short Period of Time Following Trading Session

On December 4, 2017, the SEC approved the NYSE’s proposed amendment to Section 202.06 of the NYSE Listed Company Manual. The proposed amendment limits the issuance of material news by a listed company during the period of...more

FCPA in the Trump DOJ: Continuing Down the Same Path, with a Little More Heft

by Farella Braun + Martel LLP on

Next week marks the 40th anniversary of the Foreign Corrupt Practices Act – it became effective December 19, 1977. Deputy Attorney General Rod Rosenstein marked the occasion this month by providing an update on the FCPA Pilot...more

Sale Of Shares At Sheriff’s Sale May Constitute Conversion

by Allen Matkins on

One might expect that a sheriff’s sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor. A California Court of Appeal, however, has ruled that it could....more

Bitcoin: Where Speculation (Likely) Meets Securities Regulation

by Murtha Cullina on

Recently, Bitcoin and other crypto-currencies have been widely reported in national mainstream news, with stories describing rapidly higher prices and interest, especially among retail investors. As a result, regulated...more

UK Government Announces National Economic Crime Centre

by Ropes & Gray LLP on

The UK Home Secretary, Amber Rudd, announced earlier this week that the UK Government plans to set up a new National Economic Crime Centre (NECC) to be hosted within the UK’s National Crime Agency (NCA). The focus of the NECC...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Commission had one win and two losses in court over the last week, one of which may have a long term impact on its cases. In a case centered on two alleged microcap manipulations the court dismissed the complaint finding...more

Federal Reserve Board Proposes to Amend Regulation A

by Shearman & Sterling LLP on

The Federal Reserve Board issued a notice of proposed rulemaking regarding amendments to Regulation A. The proposed amendments would revise the provisions with regard to the establishment of the primary credit rate at the...more

The DOJ’s Revised FCPA Corporate Enforcement Policy: A New Blueprint for Corporate Cooperation and Credit

by Williams Mullen on

On November 29, 2017, Deputy Attorney General Rod Rosenstein announced the issuance of a revised FCPA Corporate Enforcement Policy (the “Policy”). Rosenstein announced that the “new policy enables the Department [of Justice]...more

[Event] 2018 Corporate E-Discovery Hero Awards - January 29th, New York, NY

by Zapproved LLC on

The 2nd Annual Corporate E-Discovery Hero Awards continues to honor high achievers in corporate legal preservation and litigation response. Be a part of the experience and join us in honoring some of the shining heroes in the...more

When a Pro Rata Dividend Triggers Entire Fairness

by Morris James LLP on

In IRA Trust FBO Bobbie Ahmed v. Crane, Consol. C.A. No. 12742-CB, the Court of Chancery dismissed a stockholder challenge to a reclassification implemented through a pro rata dividend to all stockholders. In addressing the...more

German National Security Review of M&A Transactions – New Checkpoints for Acquirers from the United States, China, Japan, and...

by K&L Gates LLP on

With the 9th amendment of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung) (“FTAPO”) adopted on 18 July 2017, the German Federal Government has specified and extended its powers to review and...more

Proposed Tax Regulations Address International Aspects of the New Partnership Audit Regime

by Alston & Bird on

We are about to witness an almost unprecedented centralized partnership audit regime that takes full effect for taxable years starting on or after January 1, 2018, as adopted in late 2015 by Section 1101 of the Bipartisan...more

New Revenue Recognition Standard-Part V, What does it all mean?

by Thomas Fox on

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) for public business entities, certain not-for-profit entities, and...more

ISS Updates Proxy Voting Guidelines for U.S. Public Companies

by McGuireWoods LLP on

Last month, Institutional Shareholder Services (ISS) updated its proxy voting guidelines for the upcoming proxy season. The updates, summarized in part below, are effective for shareholder meetings on or after Feb. 1, 2018....more

4 Top Takeaways: Recent Trends Involving Intellectual Property in Bankruptcy

Kilpatrick Townsend partner David Posner spoke at a recent New York State Bar Association event where he and other panelists discussed the topic “Around the Edges of IP: Complexities of IP in Bankruptcy.” Mr. Posner...more

DOJ Incorporates FCPA Pilot Program into U.S. Attorneys' Manual Providing Permanent Incentives for Strong FCPA Compliance

by Blank Rome LLP on

Action Item: The U.S. Department of Justice (“DOJ”) recently included the principles of its Foreign Corrupt Practices Act (“FCPA”) Pilot Program into the U.S. Attorneys’ Manual (“USAM”), and reinforced its message to...more

Delaware Supreme Court Clarifies Ratification Defense In Stock Option Cases

by Morris James LLP on

In re Investors Bancorp Inc. Stockholder Litigation, No. 169, 2017 (December 13, 2017) - There has been some uncertainly over the effect of stockholder approval of stock option plans for directors, such as does that...more

Day 11 of One Month to Better Written Standards- Policies and Procedures on Travel

by Thomas Fox on

Prior to the 2012 FCPA Guidance, the Justice Department issued two 2007 Opinion Releases which offered guidance to companies considering whether to, and if so how to, incur travel and lodging expenses for government...more

Delaware Supreme Court Stresses Value Of Deal Price In Appraisal Case

by Morris James LLP on

Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd., No. 565, 2016 (December 14, 2017) - In this much-anticipated decision, the Delaware Supreme Court stresses the importance of the deal price to the award in an...more

Blog: NACD Public Company Governance Survey Examines Key Trends And Board Priorities

by Cooley LLP on

The National Association of Corporate Directors has released the results of its 2017-2018 Public Company Governance Survey of over a thousand direc­tors and executives. The survey looked at directors’ outlook for 2018 on key...more

Examiners are Carefully Scrutinizing Financial Institutions’ Compensation Arrangements

by Ruder Ware on

It has come to our attention that some examiners have recently been carefully scrutinizing financial institutions’ employee compensation arrangements. Although it now appears unlikely that the proposed Dodd-Frank rules on...more

If Your Company’s Websites or Blogs Host User-Generated Content, Please Read This Client Alert!

by Morrison & Foerster LLP on

In the classic rock song “Light My Fire,” ‘60s icon and the Doors’ lead singer Jim Morrison sang, “The time to hesitate is through.” If your company operates a website or blog that hosts user-generated content, and has yet...more

SEC Postpones Date for Filing Form N-PORT

On December 8, 2017, citing the “importance of sound data security practices and protocols for sensitive, nonpublic information,” the Securities and Exchange Commission (SEC) adopted a temporary final rule postponing the...more

New FCPA Corporate Enforcement Policy - A Step Forward for Compliance

by Thomas Fox on

In late November, the Department of Justice (DOJ) premiered a new policy regarding Foreign Corrupt Practices Act (FCPA) enforcement....more

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