Much has already been written about the SEC’s enforcement action involving Yahoo’s failure to adequately disclose a cyberbreach.1 I am writing about something that the SEC’s announcement and order did not address and...more
On February 21, 2018, the Securities and Exchange Commission (the “SEC”) issued interpretative guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.1 The guidance refreshes...more
On September 8, 2017, New York City Comptroller Scott M. Stringer and the New York City Pension Funds announced the launch of the “Boardroom Accountability Project 2.0.” The goal of Project 2.0 is to make the boards of 151...more
On June 29, 2017, the Securities and Exchange Commission (the “SEC”) announced that the Division of Corporation Finance (the “Division”) will permit all companies to submit draft registration statements relating to initial...more
In an April 2016 Quick Study, we reported the criminal action brought by the U.S. Department of Justice against two former municipal officials of the Town of Ramapo, New York for securities fraud involving the issuance of...more
I. INTRODUCTION -
A. Outline Coverage -
This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation process....more
In what is believed to be the first action of its kind, on April 14, 2016, the U.S. Department of Justice brought a criminal action against municipal officials based on disclosure claims in connection with municipal bond...more
I. INTRODUCTION
- A. Outline Coverage
- This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more
9/22/2015
/ Capital Formation ,
Equity Securities ,
General Solicitation ,
Going-Private Transactions ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
JOBS Act ,
Non-Convertible Debt Securities ,
Private Offerings ,
Public Offerings ,
Securities ,
Underwriting
Corporate directors are permitted to, and regularly do, set their own compensation. This has not been controversial because boards have typically taken seriously their responsibility to set compensation that is reasonable and...more
6/17/2015
/ Board of Directors ,
Business Judgment Rule ,
Compensation Standards ,
Conflicts of Interest ,
Director Compensation ,
Directors ,
Institutional Shareholder Services (ISS) ,
Proxy Advisors ,
Publicly-Traded Companies ,
Restricted Stocks ,
Self-Dealing ,
Shareholder Litigation ,
Shareholder Votes
When companies are in financial distress the question arises as to what rights shift to creditors from shareholders or other equity owners. The Delaware Chancery Court recently addressed this issue in some detail in Quadrant...more
Alternative entities, such as limited partnerships and limited liability companies, have an advantage over corporations because of the greater flexibility to define the terms of the arrangement by contract. ...more