What’s in Your Operating Agreement? Legal Tips for Healthcare Providers
Nonprofit Quick Tips: State Filings in Alabama and Arkansas
Avoiding a Bored Board
Compliance Tip of the Day: Rethinking Corporate AI Governance Through Design Intelligence
Daily Compliance News: July 21, 2025, The More Reasons Not to Go to China Edition
10 For 10: Top Compliance Stories For the Week Ending July 19, 2025
Compliance Tip of the Day: COSO Governance Framework - Part 5, People
Compliance Tip of the Day: COSO Governance Framework: Part 4, Culture
Daily Compliance News: July 17, 2025, The COSO Yanked Edition
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Compliance Tip of the Day: COSO Governance Framework: Part 1, Introduction
Daily Compliance News: July 14, 2025, The Secret Business Sauce-Reading Edition
Episode 377 -- Refocusing Due Diligence on Cartels and TCOs
10 For 10: Top Compliance Stories For the Week Ending, July 12, 2025
Daily Compliance News: July 11, 2025, The What is a COI Edition
Treating Compliance Like an Asset
Five Tips for a New Public Company Director
Compliance Tip of the Day: Assessing Internal Controls
Compliance Tip of the Day: COSO Objective 5 – Monitoring Activities
Compliance Tip of the Day: COSO Objective 4 - Control Information and Communication
On May 14, 2025, the Canadian Securities Administrators (the CSA) issued Coordinated Blanket Order 45-935 (the Blanket Order), introducing targeted relief from certain limitations of the Listed Issuer Financing Exemption (the...more
On May 14, 2025, the Canadian Securities Administrators (CSA) announced Coordinated Blanket Order 45-935 – Exemption from Certain Conditions of the Listed Issuer Financing Exemption (Blanket Order) aimed at enhancing...more
On 2 January 2025, the BVI Business Companies (Amendment) Act, 2024 and the BVI Business Companies and Limited Partnership (Beneficial Ownership) Regulations, 2024 (the “Amendments”) came into effect. The Amendments impact...more
Last month, I was invited to speak to the Canadian Securities Administrators, focusing on how U.S. securities exemptions, prospectus forms, and continuous disclosure requirements differ from their Canadian counterparts. One...more
The Corporate Transparency Act (CTA) requires certain domestic and foreign entities, called "reporting companies," to file a beneficial ownership information (BOI) report – which provides information about their owners,...more
Our corporate team outline the latest developments within the corporate and finance market in Bermuda including Bermuda’s Corporate Income Tax Act 2023, Cyber risk management and The Bermuda Monetary Authority's enhancements...more
The Financial Crimes Enforcement Network (FinCEN), a unit of the U.S. Department of the Treasury (Treasury Department) charged with administering the Corporate Transparency Act (the CTA), on Aug. 1, 2024, held a Tribal...more
Captive insurance companies are likely exempt from filing a Beneficial Ownership Information (BOI) Report under the insurance company exemption to the Corporate Transparency Act (CTA). Likewise, companies that are owned by...more
The New York LLC Transparency Act (NY LLCTA) will become effective as of Jan. 1, 2026, and will require limited liability companies (LLCs) formed, or qualified to do business, in the state of New York to disclose individual...more
The Corporate Transparency Act (CTA) entered into force on Jan. 1, 2024. Under the beneficial ownership information reporting rule of the CTA, certain entities – such as corporations, limited liability companies and other...more
Beginning January 1, 2024, the Corporate Transparency Act (CTA) will require most entities formed or registered to do business in the United States to disclose detailed information regarding their owners, officers, and...more
Beginning on January 1, 2024, the vast majority of new and existing business entities will become subject to beneficial ownership information reporting requirements under the Corporate Transparency Act and its related rules...more
This article was originally published in May 2021, and updated January 2022 and March 2023. Approved by Congress in January 2021, the Corporate Transparency Act (CTA) is a new federal law requiring many business entities...more
EU Parliament and Council reach agreement on CSRD - European Parliament and European Council | 21 June 2022 - The European Parliament and European Council reached a provisional political agreement on the terms of the...more
The Financial Industry Regulatory, Inc. (“FINRA”) has recently provided our firm with informal guidance that, in accordance with the principles of the multijurisdictional disclosure system (“MJDS”), a Canadian issuer that is...more
On November 2, 2020, the Securities and Exchange Commission (the SEC) voted to adopt final amendments (the Amendments) to “simplify, harmonize, and improve certain aspects of the exempt offering framework.” The Securities Act...more
On July 6, 2020, the US Securities and Exchange Commission (the SEC) announced that it voted to adopt rule amendments (the Amended Rule) intended to improve the efficiency of the exemptive application review procedures...more
On March 4, 2020, the Securities and Exchange Commission (the SEC) issued a proposed rule (the “Proposed Rule”) on ways to “simplify, harmonize, and improve certain aspects of the exempt offering framework to promote capital...more
On January 28, 2020, the Federal Trade Commission (FTC) announced the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act,...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing. Cumulative voting...more
The title of yesterday’s post may have been a bit recondite for some readers as I never directly mentioned negotiating permits in the post. Therefore, today’s post will back up a bit and fill in some of the missing pieces....more
The SEC has issued a new Compliance and Disclosure Interpretation (8-K 103.11) that clarifies the interaction between the investment intent exemption in the HSR rules and the ability to file a Schedule 13G. The CDI poses...more
Investor Advocate, Rick Fleming, announced last Friday the recommendation to reject the proposed NYSE rule change that would allow certain listed companies to sell additional shares to insiders and related parties without...more