Back in August 2016, Delaware amended Section 262 of the Delaware General Corporation Law to address the rise of the appraisal arbitrage strategy where certain sophisticated investors would find a target company that is involved in a merger or acquisition,
Federal Securities Law Source
Information on federal securities law, news and developments
The Federal Securities Law Source, published by Porter Wright Morris & Arthur LLP, focuses on developments and compliance issues related to federal securities regulations. It covers topics such as the Corporate Transparency Act and its reporting requirements, SEC rules including Dodd-Frank clawback policies, accredited investor qualifications and legislative changes, and emerging trends in ESG (environmental, social, and governance) disclosures. The blog provides updates on regulatory changes affecting public companies, private investment opportunities, and corporate governance practices, helping businesses and legal professionals navigate federal securities law obligations and investor protections.
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Rate increases for issuers registering securities
By Ryan Steele
New rates will take effect at the beginning of the next fiscal year, Oct. 1, 2017, for public companies and other issuers to register their securities with the U.S. Securities and Exchange Commission (SEC).
The SEC announced on Aug. 24,…
Some thoughts on mimicking a corporate governance structure in Ohio LLCs
Part One
It is quite common for members of a recently formed LLC accustomed to a corporate governance structure (that is, one having directors, a board of directors and officers versus members and managers) to direct their attorney to draft…
Reminder: SEC exhibit hyperlink and format rules become effective Sept. 1, 2017
Effective for filings on and after Sept. 1, 2017, registrants will be required to include a hyperlink to each exhibit identified in the exhibit index of periodic reports, current reports and registration statements. For registration statements, the rule applies to…
The impact of efforts clauses in transactional documents
Most transactional documents include effort clauses as covenants to require a party to perform a certain act or acts to achieve a stated goal. These terms generally include the following:
- Best efforts
- Reasonable efforts
- Commercially reasonable efforts
There are no…
Retaining key employees in an acquisition
Imagine identifying an acquisition target that looks great on paper: strong earnings, efficient operations and good workplace environment. But after acquiring the target, a key employee leaves, taking with him or her key customers and suppliers. From day one, the…
Learning from Yahoo!’s missteps: Meeting SEC disclosure obligations after a cyber-attack
In July 2016, Verizon announced it would buy Yahoo! for an unprecedented $4.83 billion. Several months later, Yahoo! disclosed two massive data breaches that affected 1.5 billion people, threatening to scuttle the agreement. Although Verizon recently finalized the acquisition, the…
Non-competition agreements: Ensuring enforceability
A non-competition agreement raises state-law public policy concerns. As a result, states often restrict the scope of non-competition agreements before they will enforce them. The protectable interests that states will recognize, the rules of construction that states will apply and…
The importance of reading the documents
One of the most important things lawyers and clients should do in every merger & acquisition transaction is to read the documents, and be clear on the central facts of their transaction. This seems so profoundly simple and obvious that…
Data breaches and due diligence
Chances are that you or someone you know has been the victim of a data breach. The high number of cyberattacks and data breaches, now reported almost daily, calls attention to the importance of addressing these areas in the due…