Mondaq USA: Corporate/Commercial Law
Cadwalader, Wickersham & Taft LLP
The SEC proposed a rule change that would exempt securities listed on the Investors Exchange ("IEX") from state registration requirements, pursuant to Securities Act Section 18(b).
Cadwalader, Wickersham & Taft LLP
A divided SEC affirmed an earlier ruling by an administrative judge that the SEC Division of Enforcement did not demonstrate sufficiently that a former trader had engaged in insider trading.
Morrison & Foerster LLP
On July 12, 2017, FINRA issued guidance on its recent amendments to Rule 2232.
WilmerHale
In remarks at the New York Economic Club on July 12, Securities and Exchange Commission Chairman Jay Clayton set forth what he considers the guiding principles for his tenure at the agency.
Womble Carlyle
A "charging order" allows a judgment creditor to receive a debtor's share of distributions from a limited liability company (LLC) or a partnership.
BakerHostetler
On June 27, 2017, the Supreme Court granted certiorari in Cyan Inc. v. Beaver County Employees Retirement Fund,1 to decide whether the Securities Litigation Reform Act of 1998...
Sheppard Mullin Richter & Hampton
In Stadnick v. Vivint Solar, Inc., 2017 WL 2661597 (2d Cir. June 21, 2017), the United States Court of Appeals for the Second Circuit affirmed the dismissal of claims for violations of Section 11 of the Securities Act...
Pryor Cashman LLP
"Raising capital privately is frequently a frustrating experience for many small to mid-size businesses," Stephen Goodman wrote in a recent article for Bloomberg Law's Securities Regulation & Law Report.
Sedgwick LLP
Investors from around the world have spoken. For the first time in history, they have publicly demanded more transparent and complete corporate financial risk disclosures related to climate change.
Sheppard Mullin Richter & Hampton
On July 13, 2017, daily fantasy sports providers DraftKings and FanDuel announced their decision to call off their proposed merger.
Duff and Phelps
In this edition of Valuation Insights we discuss the results of a Duff & Phelps study which analyzed more than 3,000 fairness opinions filed with the SEC over a ten-year period ending in 2016.
Cadwalader, Wickersham & Taft LLP
Click on the links below to view SEC notices of exchange rule changes and proposals for the week of July 10 to July 14, 2017.
Cadwalader, Wickersham & Taft LLP
The United States Court of Appeals for the Sixth Circuit dismissed a challenge (see previous coverage) to the MSRB's "pay-to-play" rule.
Cadwalader, Wickersham & Taft LLP
The MSRB issued guidance on the application of MSRB Rule G-42 to non-solicitor municipal advisors with regards to conduit financing.
Duff and Phelps
The SEC's Office of Compliance Inspections and Examinations released a risk alert on the five compliance topics most frequently identified in deficiency letters sent to SEC-
Duff and Phelps
Private Placements are securities, such as common stock, warrants, bonds, not sold via a public offering but privately to a selected number of investors.
K&L Gates
In Henry v. Phixios Holdings, Inc., C.A. No. 12504-VCMR (Del. Ch. July 10, 2017), the Court of Chancery, interpreting Section 202 of the Delaware General Corporation Law, found that a stockholder...
K&L Gates
The Court determined that since the vote was coercive, it did not ratify actions by Liberty and Charter's directors and officers claimed by plaintiff to have breached fiduciary duties of loyalty.
Kramer Levin Naftalis & Frankel LLP
On June 27, the Supreme Court granted certiorari in Cyan Inc. et al. v. Beaver County Employees Retirement Fund et al., agreeing to weigh in on whether state courts have jurisdiction to hear...
Kramer Levin Naftalis & Frankel LLP
In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company's directors and others breached...
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Orrick
One of the biggest current challenges for the impact investing community is the aggregation and deployment of growth capital equity in the world's poorest countries.
Troutman Sanders LLP
Co-investments, in which an LP investor invests alongside the fund in portfolio companies...
WilmerHale
Entrepreneurs often raise capital with a combination of convertible notes and an agreement called a SAFE, or Simple Agreement for Future Equity.
Arnold & Porter Kaye Scholer LLP
As part of their diversified investment programs, many family offices invest in private alternative investment funds, which may include real estate funds, hedge funds, private equity funds...
Sheppard Mullin Richter & Hampton
The rule does not require "certification" of any kind, either by DoD or any other firm professing to provide compliance, assessment, or certification services for DoD or Federal contractors.
Morrison & Foerster LLP
The new rules represent a complete overhaul of partnership audit, assessment, and collection procedures. Taxpayers should review and potentially amend partnership agreements...
The McLane Law Firm
Picture this: you are ready to launch your new business, you've picked a name/mark that you feel represents the soul of your company...
Proskauer Rose LLP
The Amsterdam Court of Appeal denied approval of the €1.204 billion collective settlement of former Fortis (now Ageas) shareholders' claims unless the parties agree to restructure the allocation of the settlement amount ...
Norton Rose Fulbright Canada LLP
Given the increasing frequency of cybercrime and online security breaches, cybersecurity has moved to the forefront of importance when evaluating M&A prospects.
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