Corporate & Securities Law Blog

Up-to-date Information on Corporate & Securities Law

Subscribe
Visit Blog
By: Sheppard, Mullin, Richter & Hampton LLP

Blog Authors

Andrea Cataneo
Andrea Feathers
Adam Grajewski
Andrew Kreider
Alex Kuljis
Amanda Ackerman
Amy McEvoy
Alejandro Moreno
Arek Malinowski
Alyssa Shauer
Amber Thomson
Amy Tranckino
Alexander Yarbrough
Ariel Yehezkel
Bryan Daly
Bradley Rank
Curtis Dombek
Christopher Hale
Christopher Bosch
Corey Steady
Drew Amoroso
David Cannon
Daniel Brown
David Poell
David Sands
Elizabeth Chase
Evan Williams
Elfin Noce
Elizabeth Thompson
Greg Berk
Gregory Schick
Hwan Kim
James Salem
Justin Anslow
James Burgess
John Chierichella
John Crisp
Jenna Fasone
Jeffrey Fessler
James Gatto
Jerry Gumpel
John Hempill
Justin Hepworth
James Hill
Jeff Kern
John Landry
Jonathan E. Meyer
Jonathan Moss
Jason Schendel
John Stigi
John Tishler
Julie Courtney, Atrium Synergies
Karina Prajoga
Kenneth E. Rechtoris
Kate Ross
Keith Szeliga
Leo Caseria
Lyle W. LeBlang
Matthew Ardoin
Mercedes Cook
MaryJeanette Dee
Melissa Eaves
Megan La Tronica
Malika Levarlet
Madalyn Macarr
Meilissa Mikail
Monica M. Youssef
Nirav Bhatt*
Nazia Khan
Neil Popovic
Nancy Reimann
Osama Khan
Peter Menard
Pavel Sternberg
Pamela Westhoff
Robin Achen
Richard A. Friedman
Rena Andoh
Robert Copeland
Robert Friedman
Robert Magielnicki
Raymond Marshall
Robert Rose
Ryan D. Schiedermayer
Randal Short
Robert Weber
Robert Wernli, Jr.
Sarah Aberg
Sean Kirby
Sieun Lee
Seth Lemings*
Sheppard Mullin
Sherwin Root
Sara N. Shirzad
Stephanie Zeppa
Tyler Baker
Thomas Devaney
Thomas Monahan
Tarek C. Sorensen
William Kane
Yaniss Aiche
Yaas Hejazi

Latest from Corporate & Securities Law Blog

On February 6, 2019, the Securities and Exchange Commission released two Compliance and Disclosure Interpretations (CDIs) discussing disclosure requirements in instances where a director or board nominee self-identifies specific diversity characteristics, such as race, gender, ethnicity, religion, nationality, disability, sexual orientation and cultural background.…
In the aftermath of Equifax’s data breach, a federal court recently found that allegations of poor cybersecurity coupled with misleading statements supported a proper cause of action. In its decision, the U.S. District Court for the Northern District of Georgia allowed a securities fraud class action case to continue against Equifax. The lawsuit claims the company issued false or misleading statements regarding the strength and quality of its cybersecurity measures. In their amended complaint, the plaintiffs…
Public reporting companies that have material weaknesses in their internal control over financial reporting (“ICFR”) are required under Rule 308 of the Securities Exchange Act of 1934, as amended, to report such material weaknesses in their quarterly and annual reports along with proposed remedial measures. A material weakness is defined as a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of an issuer’s financial statements will…
On December 19, 2018, the SEC announced that it had adopted final rules that allow reporting companies to rely on the Regulation A exemption from registration for their securities offerings.[1] Until recently, the only way that companies subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) have been able to access the capital markets has been through a private placement in public…
Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220, provides that any stockholder of a Delaware corporation “shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from . . . the corporation’s stock ledger, a list of its stockholders, and its other books and records.”  Whether emails and other electronically stored…
In Nielen-Thomas v. Concorde Investment Servs., LLC, No. 18-2875, 2019 WL 302766 (7th Cir. Jan. 24, 2019), the United States Court of Appeals for the Seventh Circuit held that the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”), Pub. L. 105-353, 112 Stat. 3227, bars all putative class actions brought by private plaintiffs in a representative capacity under state law, regardless of the estimated size of the class. The Seventh Circuit’s decision effectively…
In Drulias v. 1st Century Bancshares, Inc., No. H045049, 2018 WL 6735137 (Cal. App. Dec. 21, 2018), the California Court of Appeal, Sixth Appellate District, affirmed an order staying a stockholder lawsuit brought in the Superior Court of California, Santa Clara County, on forum non conveniens grounds based upon enforcement of an exclusive Delaware forum selection bylaw. This decision confirms that California courts will enforce forum selection bylaws designating Delaware as the…
Although EDGAR continues to accept filings, the government shutdown has now eclipsed its 28th day and the SEC continues to operate with limited staff which is having a crippling effect on the ability of many companies to raise money in the public markets. This is particularly due to the fact that the SEC is unable to perform many of the critical functions during the lapse in appropriations, including the review of new or pending registration…
Last month, the U.S. Securities and Exchange Commission (“SEC”) announced it had adopted final rules to amend certain parts of Regulation A[1] promulgated under the Securities Act of 1933 (“Securities Act”). These new rules implement changes as directed by the Economic Growth, Regulatory Relief, and Consumer Protection Act[2] signed into law on May 24, 2018 by President Donald J. Trump. There are two conceptual changes, both affecting Regulation A as it applies to…