Mondaq USA: Corporate/Commercial Law
Herrick, Feinstein LLP
This June, Herrick partners Irwin A. Kishner and Daniel A. Etna, will participate in a sports law panel in addressing transferring club ownership and investments in sports clubs.
McDermott Will & Emery
As the mid-market private company transaction market heats up, family office investors will find themselves competing for deals with strategic acquirers and private equity funds.
McDermott Will & Emery
A family office or family investment fund making a direct investment in a company often gets the ability to designate one or more directors to the company's board of directors.
McDermott Will & Emery
Family offices are increasingly taking note of "search funds" as a private equity investment alternative within the broader private equity investment class.
Burns & Levinson LLP
The SEC has invited public comment on its proposals, requiring that all comments must be received on or before July 6, 2015. It is therefore possible that final rules could be adopted by the SEC in time for the 2016 proxy season.
Burns & Levinson LLP
On April 29, the SEC proposed rules that would require most publicly traded companies to describe in detail the relationship between their financial performance and executive compensation actually paid.
Ropes & Gray LLP
Over the course of the past two years, the SEC has focused enforcement actions on purportedly undisclosed fees and expenses charged by private equity sponsors to funds or portfolio companies.
Fox Rothschild LLP
I continue with my seventh and final installment on Observations from the IFA Convention on the Ins and Outs of Financial Performance Representations ("FPRs").
Stoll Keenon Ogden PLLC
Under Delaware law, with respect to a conflict of interest transaction, it is required that there be (a) a fair process and ultimately that (b) there be a fair price.
Fox Rothschild LLP
Last year, the SEC's Division of Enforcement launched the "Municipalities Continuing Disclosure Initiative" offering "favorable settlement terms" to municipal issuers and underwriters who self-report continuing disclosure violations.
Cadwalader, Wickersham & Taft LLP
This development continues the recent IRS trend limiting taxpayers' ability to obtain private rulings on spinoffs.
Clark Wilson LLP
On April 22, 2015, the Securities and Exchange Commission (SEC) charged W2007 Grace Acquisition I Inc., a real estate investment firm, with failing to make required public filings...
Proskauer Rose LLP
The Court of Appeals for the Seventh Circuit last week reversed a $2.46 billion judgment in a long-running securities-fraud class action against Household International and granted a new trial on limited issues.
Womble Carlyle
The Delaware Court of Chancery recently held that equity grants to non-employee directors of Citrix Systems, Inc. approved by the board of director's compensation committee were subject to an entire fairness standard of review
Morrison & Foerster LLP
The SEC recently approved a proposal by the national securities exchanges and FINRA for a two-year pilot program to widen tick sizes for prices of certain smaller company common stock.
Paul Weiss Rifkind Wharton & Garrison
AutoInfo was a "100% agent-based" transportation services company that operated with no assets. The board consisted of two inside and three outside directors.
BakerHostetler
The revised Regulation A rules establish two tiers of offerings, Tier 1 and Tier 2, which are bifurcated in accordance with the aggregate offering amount.
Morrison & Foerster LLP
The final Regulation A+ rules are scheduled to go into effect on June 19, 2015.
Sheppard Mullin Richter & Hampton
In In re Kingate Management Ltd. Litigation, No. 11-1397, 2015 U.S. App. LEXIS 6725 (2d Cir. Apr. 23, 2015), the United States Court of Appeals for the Second Circuit held that in order for the Securities Litigation Uniform Standards Act of 1998 ("SLUSA"), 15 U.S.C. § 78bb(f), to preclude state law claims that fall within the anti-falsity provisions of the Securities Act of 1933 and Securities Exchange Act of 1934,
Reinhart Boerner Van Deuren S.C.
You've finally decided to quit your job to open a brewery or brew pub. Now the reality sinks in and you need to raise money to turn your dream into a reality.
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Holland & Knight
Current FAA regulations prohibit any use of UAS for commercial or business purposes.
Reed Smith
In Pontiac General Employees Retirement System v. Ballantine, et al., the Delaware Chancery Court refused to dismiss a claim against a lender for aiding and abetting a breach of fiduciary duty by the borrower's directors.
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
On November 20, 2014, the U.S. Department of Commerce, Bureau of Economic Analysis ("BEA") published a final rule amending the Code of Federal Regulations, 15 C.F.R. Part 801...
Fenwick & West LLP
A recent Delaware Supreme Court case authored by Chief Justice Strine upholds the literal meaning of an earn-out provision that limited the buyer from taking action "intended to reduce or limit an earn-out payment."
Shearman & Sterling LLP
On April 14, 2015, the US DOL issued its proposed rule clarifying when individuals and institutions providing advice to employee benefit plans and individual retirement accounts will be fiduciaries for purposes of the Employee Retirement Income Security Act of 1974.
Barnes & Thornburg
Distributors selling products marked as "Made in U.S.A." may face an increased risk of being sued in California if those products contain even minor foreign components.
Rumberger, Kirk & Caldwell, P.A.
The so-called sovereign citizen movement is a loose confederation of individuals with a collective belief that government, at essentially all levels, is involved in a conspiracy to deprive them of property and essential rights.
Dentons (US)
Companies are routinely served with subpoenas for litigation in which they are not parties. Responding to these subpoenas can involve significant expenditure of time and money.
Mayer Brown
This Legal Update focuses on three issues that should be considered by Audit Committees of public companies in 2015: (i) Internal Investigation Privilege and Confidentiality, (ii) Expanding PCAOB-Mandated Rules for Audit Committees, and (iii) Continued ISS Corporate Governance Scrutiny of Audit Committee Members.
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