Mondaq USA: Corporate/Commercial Law
Shearman & Sterling LLP
On February 26, 2015, the EBA published its opinion on lending-based crowdfunding, recommending that the applicability of existing EU law to the activity be clarified.
Shearman & Sterling LLP
On February 25, 2015, ESMA published the results of its peer review of supervision and enforcement of the best execution provisions in the Market in Financial Instruments Directive by national regulators.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
In her opinion for the Supreme Court, Justice Kagan analyzed in detail the two parts of the Section 11 liability standard as applied to a statement of opinion.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
The Council of the Corporation Law Section of the Delaware State Bar Association recently released proposed amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee-shifting provisions in a corporation’s charter or bylaws for litigation involving the corporation’s internal affairs, but authorize Delaware forum selection provisions.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Regulation A+ was initially proposed by the SEC in December 2013 as an amendment to little-used current Regulation A.
Fox Rothschild LLP
Practices can vary greatly from franchisor to franchisor when it comes to updating a Franchise Disclosure Document at the end of a fiscal year.
Fox Rothschild LLP
This piece was written in light of local taxing authorities’ potential challenges to exemptions already granted to Pennsylvania nonprofits.
Fox Rothschild LLP
At an open meeting on March 25, 2015, the SEC adopted final rules to facilitate smaller companies’ access to capital via update and expansion of Regulation A, summarized in this press release.
Ropes & Gray LLP
On March 24, 2015, the U.S. Supreme Court limited a securities plaintiff’s ability to claim a remedy for statements of "belief" or "opinion" that turn out to be wrong.
Burns & Levinson LLP
It makes perfect sense that when entering into a new business relationship the parties (and their counsel) are keenly focused on getting things started.
Jones Day
Non-U.S. companies in the process of restructuring debt that includes one or more series of U.S. bonds must ensure that their restructuring plan and any securities issued as part of such plan comply with the requirements of U.S. securities law, in particular the registration requirements of the U.S. Securities Act of 1933 ("Securities Act").
The SEC classifies certain large widely followed issuers as WKSIs under Rule 405 of the Securities Act of 1933.
Fox Rothschild LLP
Over the years that I have defended financial advisors and their firms, I have frequently spoken and written about ways to avoid the risk of being sued.
Fenwick & West LLP
On March 24, 2015, the Supreme Court issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, a highly anticipated case concerning the circumstances under which allegedly false or misleading statements of opinion can give rise to liability under Section 11 of the Securities Act of 1933, 15 U.S.C. § 77k ("Section 11").
Schnader Harrison Segal & Lewis LLP
At its most fundamental level, corporate governance is concerned with the state law statutory regime that grants to a corporation's board of directors the authority and responsibility to manage and govern the affairs of a corporation.
Proskauer Rose LLP
The Supreme Court's decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund could lead to additional litigation about whether statements of opinion are actionable...
Foley & Lardner
Founders are often focused on maintaining at least 51% ownership of their companies. With 51%, they will be able to control the Company, and their destiny.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Recent attempts to modify California’s Safe Drinking Water and Toxic Enforcement Act of 1986, Proposition 65, have been the work of the California Legislature.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?
Fox Rothschild LLP
In 2013, the county mailed letters to owners of charitable properties to justify why they should remain tax exempt.
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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.
Patterson Belknap Webb & Tyler LLP
This past Wednesday, Judge Amit Mehta of the U.S. District Court for the District of Columbia set a hearing from May 5 through May 8...
Fox Rothschild LLP
Doggy daycare resorts, bed bug chasers, hypnosis centers- what hasn’t been franchised?
Blank Rome LLP
The implications of the Court's decision are significant, and the certainty provided by the Supreme Court is welcome.
Fox Rothschild LLP
You’ve heard it a million times if you’ve heard it once: email creates a written record with a very long tail.
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.
Milbank, Tweed, Hadley & McCloy LLP
In this briefing, we highlight some key areas of antitrust enforcement to be prepared for in 2015.
Bradley Arant Boult Cummings LLP
The second of a three-part series on the new landscape of anti-money laundering enforcement.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
In December 2014, the Organization for Cooperation and Economic Development published its first-ever foreign bribery report, the most comprehensive study of foreign bribery cases around the globe that has ever been conducted.
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