September 26 2016 Corporate News Update: Federal Court Addresses False Rule 13a-14 Certifications; Software License Sales May be Subject to UK Agency Regulations; and CFTC Signs an MOU With Mexican Authorities

by Joseph Morales

This edition of the Corporate News Roundup covers a federal court ruling that the SEC has a cause of action against CEOs and CFOs who sign a false Rule 13a-14 certification, a United Kingdom court’s decision that subjects software license sales to UK agency regulations, and the CFTC entering into a Memorandum of Understanding with Comisión Nacional Bancaria y de Valores and Banco de México:

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Pulling a sickie can be bad for your employment health

A website previously unbeknown to this female media lawyer at least – TheLADbible – came to my attention when one of its stories gained national tabloid currency in the tabloids this weekend. The simple tale features an employee telling his boss he couldn’t make it to the office: ‘I won’t be in today I think I’ve count (sic) kevs 24 hour bug’. The 24 hour bug, however, may in fact have been a bout of 24 hour boozing. And this was brought to the boss’s attention when he spied a pic of a rather delicate looking staff member propped against a smiling fellow reveller. Problem for our boy is that while she included the snap of her with the culprit in his cups in her Snapchat stories, she was also friends with his boss. Continue reading

September 19, 2016 Corporate News Update: SEC Penalizes Advisory Firms; NYSE Revises Equity Compensation Plan FAQs; Delaware Courts Dismiss Fiduciary Duty Claims; and Federal Court Allows Third Parties To Raise “Work for Hire” Defense

by Joseph Morales

This edition of the Corporate news roundup features penalties imposed by the SEC against multiple investment advisory firms, the NYSE revising its Equity Compensation Plan FAQs for the first time in nearly a decade, Delaware courts dismissing stockholders’ claims for post-closing damages, and a federal court’s decision that a third party has standing to raise a “work for hire” defense in connection with a copyright infringement claim:

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September 9, 2016 Corporate News Update: SEC Adopts New Rules For Investment Adviser Disclosures and Private Placement Brokers and Seeks Comments on Public Company Disclosure Requirements, FINRA Proposes Changes to Gifts and Entertainment Rules and Federal Courts Uphold Constitutionality of SEC Administrative Proceedings and Investment Adviser “Compensation” Definition

by Mark Tice

This week’s corporate news roundup includes an overview of new rules requiring investment advisers to disclose more information on Form ADV, as well as new rules easing the regulation of M&A and private placement brokers. The SEC also requested comments on Regulation S-K disclosure obligations, and FINRA proposed amendments to rules that restrict broker-dealer gifts, non-cash compensation and business entertainment. Federal courts also ruled on the constitutionality of the SEC’s administrative judge proceedings and held that commingled investor funds may be considered investment adviser “compensation” under the Investment Advisers Act:

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Trust issues

When it comes to family trusts, it is usually the beneficiaries of the trust who get all the attention, but it is the role of the trustees that interest me.

Trustees have a somewhat strange and difficult job – they own the assets held on trust but they hold them for the benefit of beneficiaries, and so have a duty to act in those beneficiaries’ best interests.  The trustees can control and manage the assets but only within the parameters of the trust.

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NED’s in firing line after collapse of BHS

The collapse of BHS led to the loss of 11,000 jobs and put 20,000 pensions at risk.  Sir Philip Green has been roundly criticised for the fact that he offloaded an ailing BHS with substantial pension deficits to a thrice bankrupt buyer with no retail experience, who ultimately drove it over a cliff.

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The battle against revenge porn

Last summer we reported on the then new crime of ‘revenge porn’ under the Criminal Justice and Courts Act 2015. A year on, and the CPS has today released figures showing the extent of its successes in tackling the growing phenomena of bullying and humiliating online abuse. Continue reading

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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