Responsibilities of Independent Directors Increases in Response to Sarbanes Oxley
Serving as an independent director carries serious obligations and responsibilities. Following the passage of the Sarbanes Oxley...
Home Posts Tagged "going public" (Page 5)
Securities Law Update: Intrastate Offerings Section 3(a)(11) and Rule 147 Examined
Section 3(a)(11) of the Securities Act of 1933, as amended (Securities Act) provides an exemption from the registration requirements...
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SEC Rule 144: Pledged Securities, Holding Periods and Subscriptions Agreements
Securities which are bona fide pledged may be tacked to the holding period of the pledgor as long as the pledge has full recourse ag...
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SEC Rule 145 – Registration and Resale Requirements For Securities Issued in Merger, Consolidation or Acquisition
Rule 145 addresses the registration and resale requirements for securities issued in a merger, consolidation, acquisition of assets...
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SEC Rule 144: Current Public Information and Reporting Requirements
The current public information requirement is measured at the time of each sale of securities. That is, the Issuer, whether reporti...
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Contracting Away Fiduciary Obligations In Delaware LLCs And Limited Partnerships
Delaware corporate and alternative entity law has long been the model for other states in drafting statutes and for practitioners in...
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Securities Attorneys Must Self-Regulate to Avoid Potential Insider Trading Pitfalls
Attorneys who accept stock as compensation from public companies need to be aware of a vigilant regarding their insider trading obli...
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The Federalism of State Corporate Law
Historically the regulation of corporate law has been firmly within the power and authority of the states. However, over the past f...
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Five Essential Conditions for Unregistered Spin-Offs
A spin-off occurs when a parent company distributes shares of a subsidiary to the parent company’s shareholders such that the subsid...
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The Demise of the Death Spiral – SEC Interpretation of Rule 415
Without fanfare, publications, or other notice, in mid 2006, PIPE investors and the Issuers that utilized them noticed a big differe...
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