Indemnification clauses in purchase and sale agreements are intended to address the obligation of one party to indemnify and hold the other party harmless from direct and third party claims. However, indemnification clauses also allocate the risk of losses between
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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Will the DOL continue to make ESOPs a compliance priority?
By Bob Tannous
Greg Daugherty, our colleague at Employee Benefits Law Report shared a post exploring whether or not the Department of Labor (DOL) under President Trump will continue to make employee stock ownership plans (ESOPs) a compliance priority.
A recently filed case suggests…
FTC revises HSR and interlocking directorate thresholds
By Bob Tannous
The Federal Trade Commission has announced annual filing threshold revisions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act that set new antitrust reporting standards.
Jay Levine, our colleague at Antitrust Law Source, provides perspective about the updated HSR requirements in his…
SEC enforces rules regarding use of non-GAAP measures and undisclosed perks
Last week, the Securities and Exchange Commission (SEC) made good on its promises to enforce violations of its non-GAAP financial measure disclosure rules. MDC Partners agreed to pay a $1.5 million dollar penalty to settle the SEC’s charges relating to…
Supreme Court affirms family insider trading conviction
On Tuesday, The United States Supreme Court unanimously affirmed an insider trading conviction by finding that inside information exchanged between relatives violates federal security laws. The case is Salman v. United States.
The decision provides new life to family insider…
SEC forces Mickelson to return $1 million from insider trading
PGA golfer Phil Mickelson agreed to forfeit almost $1 million that the Securities and Exchange Commission (SEC) said was obtained through insider trading. Mickelson was named as a “relief defendant” in a criminal case, filed in the Southern District of…
Delaware Courts continue scrutiny of “disclosure only” settlements in M&A litigation
On Jan. 22, 2016, the Delaware Court of Chancery released its opinion in In re Trulia Stockholder Litigation in which it rejected a “disclosure only” settlement of a shareholders’ suit challenging an M&A transaction. This decision confirms the trend of…
Supreme Court to review insider trading case
The Supreme Court has agreed to consider something that lies at the center of nearly every insider trading case: what prosecutors need to prove to win an insider trading conviction. This case aims to determine exactly what benefits corporate insiders need to…
Article sheds light on practice of private equity sponsored borrowers selecting lenders’ counsel
Andrew Ross Sorkin wrote an interesting article in Tuesday’s New York Times regarding the practice of private equity firms designating the legal counsel to be used by its lenders in a leveraged buyout financing. In other words, the private equity…
Recent litigation illustrates the importance of keeping accurate stock records
Earlier this month, The Wall Street Journal published an article on the ongoing litigation in the wake of the 2014 sale of Tibco Software Inc. to Vista Equity Partners. The Tibco litigation involved an error in the calculation of the number…