We’ve all heard the expression “hard cases make bad law.” But sometimes bad law is the result of bad cases – i.e., cases that should never have been brought in the first place. That’s the case with the SEC’s prosecution
Bad Cases Make Bad Law
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The SEC’s New Clawback Rules: The Devil’s in the Details (and There Are Lots of Details)
Background
On October 26, 2022, the SEC adopted final clawback rules consistent with the requirements of the Dodd-Frank Act. The new rules direct the national securities exchanges to establish listing standards requiring companies to adopt, disclose, and enforce policies to
New SEC Exemption from Registration for M&A Brokers: A Positive Step, but Not for All
The SEC recently enacted a new exemption from registration for brokers who provide certain services in M&A transactions. The new exemption, which became effective on March 29, 2023, largely confirms and codifies prior SEC guidance that was provided in a
My Top 10 Reads of 2022
Once again, it’s time for my annual departure from the nerdy world of securities law and corporate governance to discuss my favorite 10 books of 2022 – five each of fiction and non-fiction. For those unfamiliar with what follows, the books
Too many chiefs?
I recently read an article suggesting that companies need to consider appointing a chief resilience officer. That got me thinking about all the other “chief” positions that pundits may be encouraging companies to create. Here’s a partial list:
Chief Analytics OfficerChief Happiness
Bringing the Dead Back to Life
Image by Kevin Phillips from Pixabay
Spoiler alert – despite the title and the creepy photo, this is not about zombies, vampires, or anything else of a spooky nature. Rather, it’s how we can hopefully
Yet another thing for boards to consider
Boards of directors have a lot – maybe too much – to do. Subjects long believed to be the province of management are now viewed as being in the board’s wheelhouse, and when a problem arises with respect to any
Coming in from the cold: Delaware provides exculpation protection to corporate officers
Since the 1980s, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) has enabled Delaware corporations to provide exculpation from breaches of the fiduciary duty of care to directors – but not officers – in certain circumstances. Officers can
Rooting for the other guys?
I have long thought that the SEC is among the best, if not the best, government agency. Over the years, I’ve worked with and gotten to know many folks on the SEC’s staff, who have consistently impressed me as bright,
Who needs Shakespeare when you’ve got the SEC?
Image by WikiImages from Pixabay
Hating lawyers may not have started with Shakespeare, but he didn’t help things when he wrote “The first thing we do, let’s kill all the lawyers” in Henry VI. Any lawyer