Law Blog Category: Uncategorized

SEC Proposes Amendments to Accelerated and Large Accelerated Filer Definitions

May 21, 2019 in Uncategorized

As promised by SEC Chair Jay Clayton almost a year ago when the SEC amended the definition of a “smaller reporting company” as contained in Securities Act Rule 405, Exchange Act Rule 12b-2 and Item 10(f) of Regulation S-K (see HERE ), on May 9, 2019, the SEC proposed amendments to the definitions of an “accelerated filer” Read the full article…

The 20% Rule – Private Placements

May 15, 2019 in Uncategorized

Nasdaq and the NYSE American both have rules requiring listed companies to receive shareholder approval prior to issuing twenty percent (20%) or more of the outstanding securities in a transaction other than a public offering at a price less than the Minimum Price, as defined in the rule. Nasdaq Rule 5635 sets forth the circumstances under which shareholder approval Read the full article…

NASDAQ And NYSE American Shareholder Approval Requirement – Equity Based Compensation

May 07, 2019 in Uncategorized

Nasdaq and the NYSE American both have rules requiring listed companies to receive shareholder approval prior to issuing securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants. Nasdaq Rule 5635 sets forth Read the full article…

Mergers And Acquisitions; Board Of Directors Responsibilities – Delaware

April 30, 2019 in Uncategorized

Recently the Delaware Chancery Court rejected an interested executive’s defense of a breach of fiduciary duty claim, reminding us of the importance of making full and accurate disclosures when seeking shareholder approval for a merger or acquisition transaction. In particular, in the case of In re Xura, Inc. Stockholder Litigation the Delaware Chancery Court denied Read the full article…

The Treasury Department Report To The President On FinTech And Innovation

January 22, 2019 in Uncategorized

This summer, the U.S. Department of the Treasury issued a report to President Trump entitled “A Financial System That Creates Economic Opportunities; Nonbank Financials, Fintech and Innovation” (the “Treasury Report”). The Treasury Report was issued in response to an executive order dated February 3, 2017 which has resulted in a series of such reports. The Read the full article…

The Investment Adviser Advertising Rule

December 27, 2017 in SEC, Uncategorized

On September 14, 2017, the SEC Office of Compliance Inspections and Examinations (“OCIE”) issued a risk alert identifying the most frequent compliance violations to the investment adviser’s advertising rule. The Advertising Rule The “Advertising Rule” found in Rule 206(4)-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) prohibits an adviser from directly or Read the full article…

Florida Broker-Dealer Registration Exemption For M&A Brokers

Following the SEC’s lead, effective July 1, 2016, Florida has passed a statutory exemption from the broker-dealer registration requirements for entities effecting securities transactions in connection with the sale of equity control in private operating businesses (“M&A Broker”). As discussed further below, the new Florida statute, together with the SEC M&A Broker exemption, may have Read the full article…

SEC Issues New C&DI On Use Of Non-GAAP Measures; Regulation G – Part 2

June 07, 2016 in C&DI, GAAP, MD&A, Regulation G, Uncategorized

OTC Markets Amends IPO Listing Standards for OTCQX

SEC Issues New C&DI On Use Of Non-GAAP Measures; Regulation G – Part 1

May 24, 2016 in C&DI, GAAP, Regulation G, Uncategorized

1 2 3 17