August 22 Corporate News Update: SEC Imposes Fines for Restricting Whistleblower Payments to Former Employees, and Delaware Limits Appraisal Rights and Has Its Unclaimed Property Audit Procedures Challenged in Federal Court

by Jeanne R. Solomon and Mark Tice

This week’s corporate news roundup includes an overview of new restrictions on stockholder appraisal rights under the Delaware General Corporation Law, and a win in federal court for a company claiming that Delaware’s unclaimed property audit techniques violated its substantive due process rights. The SEC also imposed a heavy fine on a public company that used severance agreements to discourage former employees from acting as SEC whistleblowers:

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What’s mine is yours…whilst I still love you….(unless you have it in writing or just made a mistake)

The Statistics

Cohabiting couples are the fastest growing family type in the UK; between 2004 and 2014 there was a 29.7% increase in cohabitees (according to Families and Households). They currently account for nearly 10% of the population. Continue reading

August 16 Corporate News Update: U.S. Expands Scrutiny of All-Cash Real Estate Purchases, CFTC Proposes Broader Registration Exemptions for Non-U.S. Intermediaries and IRS Allows Early Application of New Partnership Audit Rules

by Jeanne R. Solomon and Mark Tice

This week’s Corporate news roundup includes information regarding the widening geographic net cast by FinCEN’s review of all-cash real estate purchases in NYC, Florida, California and Texas. The news roundup also includes summaries of the CFTC’s proposed expansion of registration exemptions for certain asset managers acting as intermediaries for non-U.S. persons, and temporary IRS rules permitting partnerships to opt in early to a new partnership tax audit regime:

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Mirror, mirror on the wall; will this press arbitration scheme do any good at all?

Once upon a time, a long, long time ago, there was an investigation into press behaviour. Lord Leveson heard from witnesses, tale upon tale of poor press conduct, and ultimately issued a plethora of sensible recommendations for press regulation with a view to ensure that the watchdog and bloodhound of society that is the press, could no longer savage the rights and reputations of the public. Continue reading

August 8, 2016 Corporate News Update: SEC’s Revised Guidance For Companies With Corporate Selling Shareholders and No Action Guidance Signifying Cutback in Rights to Exclude Shareholder Proxy Access Proposals, and New EPA Rules Intended to Reduce Formaldehyde Vapors from Wood Products

by Jeanne R. Solomon and Valerie Ben-Or


This week’s Corporate news roundup includes information regarding the SEC’s new guidance for companies with corporate versus individual selling stockholders and its no action guidance effectively cutting back on companies’ right to exclude proxy access shareholder proposals, and the new EPA rules intended to reduce formaldehyde vapor offgassing from specified wood products: 

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August 4, 2016 Corporate News Update: EPA Determination that Aircraft Emissions Endanger Public Health, Expected Impact of Brexit on Fund Promotion, SEC Guidance on Hart-Scott Passive Investment Exemption and SEC Amended Rules on Reporting Security-Based Swap Transactions

by Jeanne R. Solomon and Valerie Ben-Or

This week’s Corporate news roundup includes information regarding the EPA’s determination that aircraft emissions endanger public health, Brexit’s expected impact on U.K. fund promotion and the SEC’s guidance on the Hart-Scott passive investment exemption and amendment of Regulation SBSR rules on reporting security-based swap transactions:

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The dawn of a new era for resolving disputes in relation to children

We have a lot to celebrate with the recent launch of the new Children Law Arbitration Scheme. Thanks to the introduction of this new form of dispute resolution, arbitration can be used in children cases to find fast, effective and flexible solutions. Continue reading

July 26, 2016 Corporate News Update: SEC Issues CD&I Addressing Forms S-4 and A/B Exchanges and Proposed Rules to Simplify Disclosure Requirements, and EPA Finalizes Rules to Reduce Methane Emissions in Landfills

by Jeanne R. Solomon and Valerie Ben-Or

This week’s Corporate news roundup includes information regarding the SEC’s new Compliance and Disclosure Interpretation (CD&I) regarding the use of Form S-4 and A/B exchanges (exchanges of non-convertible debt that was privately issued for substantially similar securities that are registered) and its proposed amendments to eliminate redundant, outdated or superseded provisions governing disclosure of information, and the U.S. EPA’s new rules requiring landfills to install controls of methane emissions at a threshold that is one-third lower than the current requirements:

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July 19, 2016 Corporate News Update: Delaware Applies Business Judgment Standard to Two-Step Mergers Approved Through Tender Offer Acceptance, NASDAQ Requires Companies to Disclose Third Party Compensation Paid to Directors and Nominees, and SEC Proposes To Require Investment Advisers To Adopt Business Continuity and Transition Plans

by Jeanne R. Solomon and Valerie Ben-Or

This week’s Corporate news roundup includes information regarding Delaware’s application of the business judgment standard to two-step mergers approved by a stockholder majority through tender offer acceptance, NASDAQ’s new rules requiring listed companies to disclose third party payments to directors and director nominees and the SEC’s proposed rules that would require investment advisers to adopt business continuity and transition plans for clients in the case of business interruptions:

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July 12, 2016 Corporate News Update: Brexit and the Ramifications On Value Added Tax (VAT), SEC Adopts New Resource Extraction Issuer Rules and SEC Proposes Changes to Smaller Reporting Company Definitions and Thresholds

by Jeanne R. Solomon and Valerie Ben-Or

This week’s Corporate news roundup includes information regarding the UK’s recent decision to exit the European Union (Brexit) and the potential legal consequences for value-added tax (VAT), the SEC’s new rules requiring resource extraction issuers to disclose payments made to the US federal government or foreign governments to comply with the Dodd-Frank Act and the SEC’s proposed changes to the smaller reporting company definition and increase of the thresholds below which a company must stay in order to qualify as a smaller reporting company:

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