About Withers Corporate Group

Withers' Global Corporate group helps corporate clients, large and small, new and long-established, public and private, worldwide to achieve business success or minimize business risk, in virtually every aspect of their business activities, operations and challenges. Our team has represented hundreds of private companies and over 100 domestic and foreign public companies, including NYSE, NASDAQ and OTC companies and public debt voluntary filers, with market caps ranging up to $10 billion and more — and handled more than $50 billion in transactions. We have represented companies, their owners or their financing parties in manufacturing, IT, biotech, pharmaceutical, internet, medical device, telecom, consumer products, entertainment, software, hardware, retail, media, mining, oil, petrochemical, chemical and many other sectors.

Second Circuit Declines To Adopt “Extreme Departure” Standard For Materiality of Omissions In Public Filings, SEC Allows All Companies’ Draft Registration Statements To Be Reviewed Privately, and Fourth Circuit Holds That EPA May Not Be Required To Report Regulatory Impact On Coal Sector Employment

by Jeanne R. Solomon and Timothy Piscatelli

This week’s corporate law news roundup includes discussions of the Second Circuit’s decision declining to adopt the “extreme departure” standard for materiality of omissions in public filings, the SEC’s expanding private review of draft registration statements to all companies under the JOBS Act, and the Fourth Circuit’s ruling that the Environmental Protection Agency has no specific duty to report the regulatory impact on coal sector employment.

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Fidelity Releases New Proxy Voting Guidelines In Support of Climate Change Proposals, and U.S. Supreme Court Restricts Securities Violations Liability To Three Years and Resolves Dodd-Frank Whistleblower Circuit Court Split

by Jeanne R. Solomon and Timothy Piscatelli

 

This week’s corporate law news roundup includes discussions of Fidelity’s new proxy voting guidelines supporting climate change proposals and the U.S. Supreme Court’s decisions restricting securities violations liability to three years and resolving a circuit court split as to the Dodd-Frank whistleblower rules.

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FTC Sues To Enjoin Merger Between Daily Fantasy Sports Sites, DOJ Reverses Stance In Supreme Court Class-Action Waiver, and Trump Policies Cause Risk Related Disclosures To SEC

by Jeanne R. Solomon and Timothy Piscatelli

This week’s corporate law news roundup includes discussions of the Federal Trade Commission’s opposition to the DraftKings and FanDuel merger, the Department of Justice reversal of its stance on class-action waivers, and companies’ approach to SEC risk factor disclosures relating to Trump administration policies.

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PCAOB Overhauls Standard Audit Report, Canada Indefinitely Suspends Private Rights of Action in Canada Anti-Spam Legislation and IRS Issues Rules on Partnership Audits.

by Jeanne R. Solomon and Timothy Piscatelli

This week’s corporate law news roundup includes discussions of the new Public Company Accounting Oversight Board requirements as to standard audit reports, the suspension of the Canada Anti-Spam Legislation private right of action, and the IRS issuance of partnership audit rules.

 

 

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Supreme Court Rules Five-Year Statute of Limitations Applies to SEC Disgorgement Payments, U.S. Federal Circuit Courts Split as to Copyright Registration Case Approaches, and United States Climate Alliance Emerges in Wake of Trump Decision to Exit Paris Agreement

by Jeanne R. Solomon and Timothy Piscatelli

This week’s corporate law news roundup includes discussions of the U.S. Supreme Court’s recent decision on SEC disgorgement payments for ill-gotten gains, the Eleventh Circuit’s adoption of the “registration” approach (instead of the “application” approach) to copyright registration, and the adoption by many U.S. state governors of legislation or initiatives toward direct state compliance with the Paris Agreement in the wake of the Trump administration withdrawal decision.

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The US Supreme Court definitively states where a domestic corporation resides for purposes of venue in a patent infringement case, the Delaware Supreme Court further develops the application of business judgment review in controller buyout disputes, and the SEC files charges against individuals who allegedly disclosed nonpublic information relating to Medicare reimbursement rates

by Joshua Becker 

This week’s corporate law news roundup includes discussions of the US Supreme Court’s recent decision relating to where a corporation resides for purpose of venue in patent infringement cases, as decision that may reduce the number of patent trolls; the Delaware Supreme Court’s application of business judgment review in controller buyout disputes, a decision that further strengthens the application of the management friendly standard in such cases; and the SEC’s recent charges against individuals who allegedly disclosed nonpublic information relating to government plans to cut Medicare reimbursement rates, which affected the stock prices of certain publicly traded medical providers. 

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Maryland awards offshore wind energy credits, the SEC Charges Ex-Nomura Traders, and the Ninth Circuit tosses a rate fixing suit against a JPMorgan Subsidiary

by Joshua Becker 

This week’s corporate law news roundup includes discussions of Maryland’s offshore wind energy initiative; the SEC’s recent charges against former head Nomura Traders; and the Ninth Circuit’s decision to end an energy rate fixing suit against a JPMorgan subsidiary.

 

 

 

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SEC Suspends Enforcement of Certain Provisions of Conflict Minerals Rule, Increases Certain JOBS Act Caps and Releases Compliance and Disclosure Interpretations Relating to Regulation A Offerings

by Shudan Zhou and Jeanne Solomon

This week’s corporate law news roundup includes discussions of the SEC’s suspended enforcement of some of the conflict minerals rule’s most onerous provisions; the SEC’s action to increase the JOBS Act caps to adjust for the inflation that resulted in a $1.07 million crowdfunding cap and $1.07 billion cap on revenues of “emerging growth companies”; and the SEC’s newly released Compliance and Disclosure Interpretations (C&DIs) on Regulation A offerings.

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Supreme Court Will Resolve Split Over Regulation S-K Item 303, SEC Rejects Another Proposed Bitcoin ETF Listing, and California Federal Court Grants SEC Preliminary Injunction in Connection with Fraudulent EB-5 Scheme

by Shudan Zhou and Jeanne Solomon

This week’s corporate law news roundup includes discussions of the Supreme Court’s grant of certiorari to resolve a circuit split over whether Regulation S-K Item 303 may give rise to a Section 10(b) securities fraud claim; the SEC’s rejection of a proposed bitcoin ETF listing for a second time in a one-month period; and a California federal court’s grant to the SEC of a preliminary injunction in connection with a fraudulent EB-5 scheme claim.

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SEC Adopts Amendment to Shorten Settlement Cycle for Securities Transactions; Medical Device Company Files Reg A+ Offering, Seeks NYSE MKT Listing; and U.S. DOJ Fraud Section Publishes Guide to Evaluating Corporate Compliance Programs

by Jeanne Solomon

This week’s corporate law news roundup includes discussions of the SEC’s amendment of Rule 15c6-1(a) to shorten the settlement cycle for securities transactions to T+2, a Regulation A+ issuer’s plan to list its common stock on the New York Stock Exchange’s small-cap market, and the recent publication by the Fraud Section of the U.S. Department of Justice summarizing key topics and questions in evaluating corporate compliance programs.

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