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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

The Financial Report, Vol. 6, No. 22

by DLA Piper on

Discussion and Analysis - As we draw toward the close of another year, we always like to take a moment to reflect. This is our last issue of 2017, our sixth year of publication. It hardly seems possible it has been that...more

Investing Intelligently in an E-Commerce Company: Challenges & Potential Innovations

by Dentons on

By 2027, Singapore’s e-commerce market is predicted to grow five-fold – to at least US $5.4 billion (S$7.5 billion), according to a study by Google and Temasek Holdings. E-commerce markets in other parts of Asia are also...more

Court of Federal Claims Rejects SBA Decision that Future Conditional Restriction on Stock Ownership Destroys “Unconditional...

Veteran-owned small businesses have long grappled with seemingly benign drafting inconsistencies between Small Business Administration (SBA) and Department of Veterans Affairs (VA) regulations that can leave a business...more

U.S. House of Representatives Acts To Codify Registration Exemption for M&A Brokers

On December 7, 2017, the U.S. House of Representatives passed the “Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2017 (H.R. 477).” The bipartisan bill passed the House by a vote of 426-0....more

Operating Agreement Defeats Statutory Buyout Rights Upon LLC Member’s Withdrawal

by Farrell Fritz, P.C. on

When the tsunami of LLC enabling statutes swept the U.S. in the late ’80s and early ’90s, including New York in 1994, many included a default rule authorizing as-of-right member withdrawal and payment for the “fair value” of...more

Introduction to Debt Exchange Offers

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 9 - Issuers have a variety of tools when dealing with upcoming debt maturities, including using a combination of exchange offers, tender offers, and/or new money issuances and...more

Another Foolish Inconsistency – This Time For Broker-Dealers

by Allen Matkins on

Yesterday’s post chided Glass, Lewis & Co., LLC for its inconsistent positions on majority rule. Today’s post tackles a foolish inconsistency in the California Codes. Section 25217(c) of the California Corporations Code...more

Dorsey Anti-Corruption Digest - December 2017

by Dorsey & Whitney LLP on

Deputy Attorney General Rod Rosenstein announced the addition of a new Department of Justice (DOJ) Foreign Corrupt Practices Act (FCPA) policy, titled the FCPA Corporate Enforcement Policy. The new policy, which was...more

New EU Prospectus Regulation 2017/1129 Entered into Force, European Capital Markets Update

by Jones Day on

On 20 July 2017, the new EU Prospectus Regulation (Regulation (EU) 2017/1129) of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or...more

Matters to Consider for the 2018 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more

Italy Enacts New Anti-Raider Rules to Protect Strategic Assets

by Jones Day on

The Situation: Recent foreign investments in Italian blue chips led the Italian government to intervene to protect strategic assets. The Result: Decree 148/2017 introduced new disclosure requirements regarding...more

DOJ Issues New FCPA Policy Offering Incentives to Encourage Disclosure of Foreign Bribery and Corruption Misconduct

by Foley & Lardner LLP on

On November 29, 2017, Deputy Attorney General Rod Rosenstein announced that the U.S. Department of Justice (DOJ) was issuing a new enforcement policy covering its enforcement of the Foreign Corrupt Practices Act (FCPA). The...more

German Public M&A Q1 – Q3 2017: Overview and current issues

by White & Case LLP on

German Takeovers in the headlines of the press - So far this year, three takeover bids have made headlines in the German financial press. After major struggles between the executive board, supervisory board and...more

Anti-Bribery Compliance Meets Permits, Approvals and Licences in India

by Foley & Lardner LLP on

Obtaining permissions, approvals and licences in India creates high risks for bribery on account of there being significant interaction between the company and government authorities. Originally published by IBA...more

Capital Formation Bills Pass House Financial Services Committee

On November 15, the House Financial Services Committee approved 23 bills, which included various bills that facilitate capital formation and reduce certain regulatory requirements.? Chairman of the Committee, Jeb Hensarling,...more

Legal Considerations in Pre-IPO Crossover Financings

by WilmerHale on

An increasingly common financing strategy for companies expecting to conduct an initial public offering (IPO), particularly in the life sciences space, is to conduct a ‘‘crossover’’ financing shortly prior to the IPO....more

SEC Claims Individual, Firm Engaged In Unregistered Dealer Business

by Dorsey & Whitney LLP on

The Commission’s recently released report on the Enforcement Division identified retail investors and cyber as key areas of emphasis for Enforcement under Chairman Clayton. Examples of the retail focus are actions involving...more

Summary of ISS 2018 Americas Proxy Voting Guidelines Specific to US Public Companies

by Morgan Lewis on

The updated ISS guidelines are effective for meetings on or after February 1, 2018. On November 16, 2017, Institutional Shareholder Services (ISS) published its 2018 Americas Proxy Voting Guidelines Updates. The following...more

The Short Field Guide to IPOs - November 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,...more

SEC Enforcement: Another Look At Last Fiscal Year

by Dorsey & Whitney LLP on

The SEC published its statistics for the last fiscal year in a glossy report centered on a discussion of the new retail/cyber focus of the Enforcement Division. Statistics are not the sole measure of success the agency...more

Corporate Finance Alert: 2018 SEC Filing Deadlines for Companies With December 31, 2017 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2018. Companies also should be mindful of the 2018 financial statement “staleness” dates (when financial...more

SEC Provides Greater Deference to Public Company Boards

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I(CF), which articulates important interpretive guidance relating to shareholder proposals submitted to public companies for...more

Many Paths for IPO Submissions

The following chart highlights the alternatives for EGCs and non-EGCs and now the three paths for FPIs pursuing IPOs....more

SEC Releases Proposed Amendments to Modify and Simplify Public Company Disclosure

by Goodwin on

The SEC has proposed many amendments to its disclosure requirements for public company reports and offering documents, based in large part on the SEC staff study contained in its FAST Act Report. Although largely technical,...more

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