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.

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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2017 Proposed Amendments to DGCL Released, SEC Sanctions Morgan Stanley for Failure to Implement Compliance Policies for Non-Traditional ETFs, and SEC Issues Reduced Whistleblower Award because of Culpability and Delay in Reporting

Coropate tunnel

by Nathan Jew and Jeanne Solomon

This week’s corporate law news roundup includes discussions of the 2017 proposed amendments to the Delaware General Corporation Law recently released by the Council of the Corporation Law Section of the Delaware State Bar Association, the SEC’s sanctioning of Morgan Stanley for failing to implement compliance policies and procedures for recommending single-inverse ETFs, and the SEC’s reduction of a whistleblower award due to the whistleblower’s culpability and delay in reporting

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Corporate Law Developments (March 16, 2017) New York State Proposes Paid Family Leave Regulations, Trump Signs Second Executive Order Banning Immigration, and SEC to Require Hyperlinks and HTML Format for Public Filings

 

by Nathan Jew and Jeanne Solomon

This week’s corporate law news roundup includes discussions of the recently-published proposed regulations under the New York Paid Family Leave Law, Trump’s second executive order banning immigration, and the SEC’s adoption of rules requiring hyperlinks and HTML format for public filings.

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Corporate Law Developments (March 7, 2017) First Benefit Corporation Completes Initial Public Offering, California Court Holds that Sarbanes Preempts Attorney-Client Privilege, and Trump Effects Elimination of SEC Resource Extraction Rule

This week’s corporate law news roundup includes discussions of Laureate Education being the first benefit corporation to successfully complete an initial public offering (IPO), a California federal district court’s holding that the protection of whistleblowers under the Sarbanes-Oxley Act (SOX) preempts the attorney-client privilege, and the elimination by the Trump administration of the SEC’s resource extraction rule.

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Corporate Law Developments (February 28, 2017) UK Health and Safety Compliance Programs Favor Having at Least One UK Board Director; SASB Releases Rules of Procedure and Conceptual Framework; and Delaware Confirms BJR Can Apply to Tender-Offer Mergers

by Sheri Yano

Puzzle piecesThis week’s corporate law news roundup includes discussions of Why UK Health and Safety Laws Favor Having at Least One UK Board Director; The SASB’s Recent Release of Rules of Procedure and Conceptual Framework; and The Delaware Supreme Court’s confirmation that the business judgment rule applies to tender-offer mergers approved by a fully informed, uncoerced vote of disinterested stockholders Continue reading

Corporate Law Developments (February 21, 2017) Co-ownership of an airplane could affect a director’s independence; Trump’s Executive Order Could Overhaul Dodd-Frank; and Hensarling proposes changes to the Financial CHOICE Act

by  Sheri Yano

This week’s corporate law news roundup includes discussions of the Delaware Supreme Court’s finding in Sandys v. Pincus that co-ownership of an airplane could be a factor in determining a director’s independence; President Trump’s Core Principles for Regulating the United States Financial System executive order and its potential to overhaul Dodd-Frank; and the Chair of the House Financial Services Committee’s proposed changes to the Financial CHOICE Act. Continue reading

Corporate Law Developments (February 17, 2017): Allergen pays for tender offer violations; Delaware continues to apply the business judgment rule to merger transactions; and Delaware fee-shifting bylaw declared invalid

by Jeanne R. Solomon and Sheri Yano

This week’s corporate law news roundup includes discussions of Allergen’s $15 million SEC penalty for tender offer violations; the Delaware Court of Chancery’s decision in In re Solera Holdings, Inc. Stockholder Litigation that the business judgment rule applies to merger transactions approved by a fully informed, uncoerced vote of disinterested stockholders; and Delaware Court of Chancery’s decision in Solak v. Sarowitz, that fee-shifting bylaws are facially invalid.

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