Mondaq USA: Corporate/Commercial Law
Proskauer Rose LLP
Although they often involve overlapping issues, shareholder derivative lawsuits are fundamentally different from securities class actions
Proskauer Rose LLP
SEC v. Graham, No. 13 Civ. 10011 (KLG), 2014 WL 1891418 (S.D. Fla. May 12, 2014), a recent decision by the Southern District of Florida, may be a dagger in the heart of the SEC’s long-standing position that the five year statute of limitations imposed by 28 U.S.C. § 2462 does not apply to actions that it initiates in which it is seeking equitable remedies.
Proskauer Rose LLP
Recently confirmed Assistant Attorney General of the U.S. Department of Justice Criminal Division, Leslie Caldwell, has laid out her views as to what comprises the "hallmarks of good compliance programs."
Proskauer Rose LLP
In the recent case Citigroup Global Markets Inc. v. Ghazi Abdullah Abbar, et al., the Second Circuit held that, under FINRA rules, an investor who purchased an over-the-counter derivative from a financial institution was not a "customer" of the financial institution’s affiliated broker-dealer.
Proskauer Rose LLP
For the foreseeable future, the financial community can continue to expect additional regulatory interest in high-frequency and other algorithmic trading.
Shearman & Sterling LLP
On October 28, 2014, the U.S. Federal Reserve Board issued a final rule amending the Regulation HH risk-management standards for systematically important designated financial market utilities ("FMUs"). The Federal Reserve Board is introducing a common set of risk management standards for all types of designated FMUs to replace the sets of risk management standards for payment systems and for central securities depositories ("CSDs").
Foley & Lardner
Since the paid subscription model is substantially dead, what is a successful revenue model for a digital media company?
Fox Rothschild LLP
Anyone who has handled FINRA arbitrations, from the compliance officer to in-house counsel, you have probably had to deal with a problem arbitrator.
Proskauer Rose LLP
Attorney General Eric Holder and Principal Deputy Assistant Attorney General for the Criminal Division Marshall Miller have sent the message that the Department of Justice is looking to hold individuals responsible for corporate crime
Reinhart Boerner Van Deuren S.C.
In today’s market, buyers of businesses are increasingly savvy and aggressive. Many public companies have turned to serial M&A as a primary mechanism for driving growth.
Proskauer Rose LLP
The SEC issued a Guidance Update regarding whether wholly owned subsidiaries should be consolidated in the financial statements of business development companies.
Andrews Kurth LLP
ISS has opened its online data verification tool that can be accessed via ISS’ Governance Analytics website.
Proskauer Rose LLP
During oral arguments in Omnicare v. Laborers District Council last week, the Supreme Court appeared to signal a rejection of the Sixth Circuit Court of Appeals’ position that a sincerely held statement of opinion or belief may be actionable under the Securities Act of 1933 simply because it was incorrect.
Fox Rothschild LLP
The IRS now requires nonprofit organizations to alert the IRS of any changes to the "responsible party" listed on nonprofit organizations’ EIN applications.
Holland & Knight
The SEC has charged Allen Park, Mich., its former mayor and its former city administrator with fraud in connection with $31 million in tax-exempt bonds.
Foley & Lardner
Digital media has a broad definition; one way to think about digital media is to compare it with software.
Reed Smith
It’s been a long while since I’ve posted. Today’s post is motivated in part by my frustration at contract-drafting flaws that I routinely come across.
Fox Rothschild LLP
As the year winds down to an end, financial advisors should be mindful of next year and the years to come.
Fox Rothschild LLP
The South Korea Fair Trade Commission ("SKFTC") recently imposed the maximum possible penalty—1.9 billion won (approximately US$1.88 million)—on a South Korean franchise for violating the Fair Transactions in Franchise Business Act (the "Act").
Fox Rothschild LLP
When will the Court grant dissolution of an LLC? In prior posts, we discussed the "not reasonably practicable to carry on the business" standard set forth under 6 Del. C. § 18-802 for the involuntary dissolution of a Delaware LLC, and highlighted decisions in which such dissolution requests were denied.
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Hughes Hubbard & Reed LLP
The SEC has adopted amendments to Rule 506 under the Securities Act of 1933 that permit general solicitation and general advertising in securities offerings under this exemption from securities registration provided all purchasers are accredited investors.
The IRS and Treasury Department announced a number of new regulations intended to make it more difficult to qualify for tax advantages associated with inversion transactions.
Jones Day
Forum-selection and choice-of-law clauses control every aspect of the parties' respective obligations and liabilities undertaken on a project.
McGuireWoods LLP
A letter of intent is frequently used by buyers and sellers to memorialize their agreement on the material terms of a transaction.
Reed Smith
A contract that I recently analyzed and a blog post that I recently read gave me inspiration to do a post about notwithstanding.
Stradley Ronon Stevens & Young LLP
Frequently in the cybersecurity field, we try to look ahead to anticipate the next threat, that zero-day attack.
Venable LLP
In their search for the next big donor, many well-intentioned nonprofit fundraisers believe that "the wider the net, the greater the catch."
McDermott Will & Emery
More than 80 percent of all deals in the pharmaceutical industry include an earnout structure that provides some type of contingent or delayed payment of proceeds to the sellers.
McDermott Will & Emery
Bridge loan financing for mergers and acquisitions involves high stakes for borrowers and lenders.
Venable LLP
There is a wide array of ways in which nonprofit organizations can combine, affiliate, or otherwise come together.
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