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Goulston & Storrs PC

What's Market: 10b-5 Representations

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In M&A transactions, the definitive purchase agreement—e.g., asset purchase agreement, stock purchase agreement, or merger agreement—typically contains representations and warranties that the seller makes with respect to the...more

Cooley LLP

Ten Shareholder Proposal Trends Gleaned From the Latest Proxy Season

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Here are 10 bullets you can tell your senior management team and board based on lessons learned about shareholder proposals from this proxy season (hat tip to Proxy Analytics’ Steve Pantina for his help with these)...more

Baker Botts L.L.P.

In Split Decision, SEC Approves New Audit Quality Control Standard QC 1000

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On September 9, 2024, three of the SEC’s five Commissioners voted to approve the new PCAOB Quality Control Standard QC 1000 A Firm’s System of Quality Control. The new standard will substantially revise and refine public...more

Woodruff Sawyer

Leveraging Advisory Boards: A Solution for Public Companies

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Public companies are under immense pressure to stay ahead of emerging trends, navigate increasingly complex regulations, and meet investor and other stakeholder demands. The expertise required to address these challenges is...more

Polsinelli

The Corporate Transparency Act: What Homes Associations and Neighborhood Associations Need to Know

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A new federal law requires homes associations and neighborhood associations to disclose information about persons with control over the association.  Why this matters for you. From Wall Street to Main Street to your...more

Cooley LLP

Nasdaq Updates Listing Requirements

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Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need...more

PilieroMazza PLLC

Weekly Update for Government Contractors and Commercial Businesses – September 2024 #2

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Department of Defense (DOD) Proposed Rule: Transactions Other Than Contracts, Grants, or Cooperative Agreements for Prototype Projects - On September 4, DOD published a proposed rule and request for comments regarding...more

Thomas Fox - Compliance Evangelist

The Case for Automation: Why Compliance Professionals Must Embrace the Future

In 2024, compliance is no longer just a check-the-box function but a vital component of risk management, corporate governance, and business strategy. As companies scale and regulations become more complex, the traditional...more

The Volkov Law Group

John Deere Reaches $9.9 Million Settlement with SEC over FCPA Violations

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The U.S. Securities and Exchange Commission (“SEC”) recently instituted proceedings against Deere & Company (“John Deere”), a leading global manufacturer of agricultural and heavy machinery, for multiple violations of the...more

Health Care Compliance Association (HCCA)

[Virtual Event] Compliance Auditing & Monitoring Workshop - November 21st - 22nd, 8:00 am - 5:00 pm CT

Learn the keys to effective compliance auditing and monitoring - The auditing and monitoring process is critical to a compliance program’s success, in that it provides ongoing assessment of processes, procedures, and...more

Goulston & Storrs PC

What's Market: Damage Mitigation Provisions

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In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

Tucker Arensberg, P.C.

A New Federal Reporting Requirement Has Been Established for Non-Financed Transfers of U.S. Residential Real Estate to a Trust or...

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On August 28, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued its “Anti-Money Laundering Regulations for Residential Real Estate Transfers” (the “Final Rule”), to become effective December 1, 2025. This Final...more

WilmerHale

SEC Takes Action Against Keurig for Allegedly Incomplete Disclosures Regarding Recyclability of K-Cups

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While the Securities and Exchange Commission’s (SEC) new climate-related disclosure rules remain stayed, the SEC has not abandoned its focus on sustainability-related issues. On September 10, 2024, the SEC charged Keurig Dr...more

Dechert LLP

Virtual Reality Check: EUIPO's Bold Move on Virtual Goods vs. Real-World Services

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The phrase “interesting recent decision” is sometimes overused, but in a notable decision, the EUIPO recently addressed a novel issue: whether retail services for virtual goods (specifically, "retail services in relation to...more

Mintz Edge

VC Funds Warehousing Investments: Traps for the Unwary

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One of the challenges facing venture capital firms is how to handle investments in portfolio companies prior to the initial close (“Initial Close”) of a new fund (“New Fund”). Typically, the investment advisor (“VC Advisor”),...more

Walkers

Bermuda Corporate Income Tax Considerations for Captive Insurers

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The operating provisions of the corporate income tax regime for Bermuda legislation will be effective for fiscal years beginning on or after 1 January 2025. This will apply to "Bermuda Constituent Entities" of an "In Scope...more

Cole Schotz

Corporate Transparency Act – Filing Deadline Quickly Approaching for Entities Formed Prior to January 1, 2024

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Effective January 1, 2024, the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) required certain newly formed and pre-existing entities to submit information regarding their beneficial owners and...more

Proskauer - Law and the Workplace

Fifth Circuit Affirms DOL’s Right to Set Salary Minimum for White Collar Exemptions

In its September 11, 2024 opinion in Mayfield v. Department of Labor, the United States Court of Appeals for the Fifth Circuit held that the U.S. Department of Labor’s explicitly delegated authority to “define” and “delimit”...more

Rumberger | Kirk

Incident Response: Today’s Actions Impact Tomorrow’s Lawsuit

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Success in defending against a personal injury lawsuit starts with the business’s response to the injury-inducing event. Personal injury lawsuits often turn on evidence that is created at the scene of the alleged injury. A...more

Davis Wright Tremaine LLP

New York Retail Employers Must Implement Workplace Violence Prevention Policies and Annual Training Starting in March 2025

Retail employers in New York state will be required to issue workplace violence prevention policies and conduct annual workplace violence prevention training beginning March 3, 2025, under the New York Retail Safety Act...more

Foley & Lardner LLP

What Every Multinational Company Should Know About ...“Made in USA” Labeling Requirements

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Many Americans value domestically made goods. A “Made in USA” label can hold special meaning for these consumers, as it serves as a symbol of patriotism, a sign of quality craftsmanship, and a show of solidarity with local...more

Seward & Kissel LLP

SEC Enforcement Action Rundown

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Who may be interested: Registered Investment Advisers, Registered Investment Companies, Compliance Staff - Quick Take: The SEC recently announced a number of enforcement actions relating to recordkeeping failures,...more

Shipman & Goodwin LLP

The Connecticut Department of Consumer Protection Updates Policies and Procedures for Adult-Use Cannabis

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Effective September 15, 2024, the Connecticut Department of Consumer Protection (DCP) has announced a series of updates to its cannabis policies and procedures. These changes, spanning everything from lab testing to licensing...more

Proskauer - Tax Talks

California Franchise Tax Board (FTB) to Apply Market-Based Sourcing Rules to Nonresident Directors of California Based...

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On Monday, September 9, 2024, the California FTB approved proposed amendments to California’s personal income tax code. This proposed rule would impose California income tax on non-resident/non-employee corporate...more

Levenfeld Pearlstein, LLC

A Tale of Two DSTs: Beware of Confusing 1031 DSTs with 453 DSTs

Real estate investors may be familiar with the acronym DST, which in the context of Internal Revenue Code Section 1031 like-kind exchanges, refers to a Delaware Statutory Trust. A 1031 DST is a vehicle by which a seller of...more

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