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 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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January 2, 2016 Corporate News Update: SEC Fines SandRidge Energy $1.4 Million for Whistleblower Retaliation, Glass Lewis Updates Proxy Paper Guidelines, and New Revenue Recognition Rules Applicable to Public Entities

by Clinton Jang and Jeanne R. Solomon

This week’s corporate news roundup includes the holding by the SEC’s fine against SandRidge Energy for its retaliatory actions against a whistleblower and its illegal anti-whistleblower employee separation agreements, Glass Lewis’ updates to its annual proxy paper guidelines, and the new revenue recognition accounting standards applicable to public entities beginning December 15, 2016.

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December 14, 2016 Corporate News Update: Federal Court Upholds Make-Whole Premium Payable to Secured Noteholders in Chapter 11 Bankruptcy, U.S. Securities Filings Start to Reflect Election-Related Risk Factors, and Patent Trial and Appeal Board Terminates Inter Partes Review Proceedings Between Microsoft and Enfish Resulting in Enfish Victory

by Clinton Jang and Jeanne R. Solomon

This week’s corporate news roundup includes the holding by a U.S. federal appeals court that secured indenture noteholders were entitled to a make-whole premium notwithstanding the issuer’s chapter 11 bankruptcy case, the addition by companies in their securities filings with the SEC of risk factors relating to the outcome of the U.S. Presidential election, and the termination by the PTAB of IPR proceedings as to patent claims between Microsoft Corporation and Enfish LLC, resulting in a non-appealable win for Enfish.

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