Clik here to view.
Senator Warren Calls SEC Chair White “Extremely Disappointing”
Senator Elizabeth Warren SEC Chair Mary Jo White In an extraordinary 13-page letter dated June 2, 2015 sent to SEC Chair Mary Jo White, Senator Elizabeth Warren blasted White, whose leadership at the...
View ArticleClik here to view.
SEC Commissioner Gallagher at the Stanford Law School Directors’ College
The D&O Diary was in Palo Alto, California this week for the annual Directors’ College at the Stanford Law School (depicted to the left). The keynote speaker on Tuesday morning was SEC Commissioner...
View ArticleClik here to view.
Controversy Surrounds SEC’s New Proposed Dodd-Frank Executive Compensation...
On July 1, 2015, a divided SEC voted 3-2 to propose rules directing the securities exchanges to adopt standards requiring listed companies to adopt policies requiring the companies’ executive officers...
View ArticleClik here to view.
Guest Post: The Importance of Inferiority as a Basis for Leveling the SEC’s...
One of the controversies in which the SEC recently has found itself involved has been the agency’s use of its own in-house administrative tribunals, where some believe that the agency has an unfair...
View ArticleClik here to view.
So Why Should Delaware Corporate Law Predominate?
One feature of the U.S. corporate law environment that always strikes outside observers and new initiates as odd is the predominance on the legal landscape of the law of Delaware. The tiny Eastern...
View ArticleClik here to view.
Guest Post: How the Supreme Court’s Loughrin Decision May Narrow the Scope of...
Arkady Bukh In the following guest post, Arkady Bukh, founding partner of Bukh Law Firm, takes a look at the U.S. Supreme Court’s 2014 decision in Loughrin v. United States (here) and examines how the...
View ArticleClik here to view.
SEC Adopts Final Crowdfunding Rules
On October 30, 2015, by a 3-1 vote, the SEC adopted final rules to permitting small companies to raise funds by selling shares to the investing public through crowdfunding offerings conducted on...
View ArticleClik here to view.
SEC Whistleblower Reports Continue to Increase
The number of whistleblower reports to the SEC’s Office of the Whistleblower under the Dodd-Frank Act’s whistleblower provisions continues to increase, according to the agency’s latest annual report....
View ArticleClik here to view.
Guest Post: The Dos and Don’ts of an SEC Examination
The advent of an SEC investigation is a serious and difficult event in the life of any organization, particularly registered-investment advisors. As a result of recent changes at the agency, an SEC...
View ArticleClik here to view.
JOBS Act 2.0 Poised to Become Law
The five-year transportation bill known as the Fixing America’s Surface Transportation (FAST) Act that a House-Senate conference committee agreed on earlier this week is not something we ordinarily...
View ArticleClik here to view.
Sharpening the Focus on Regulation A+ Offerings
Earlier this year, the SEC rules adopted rules amending Regulation A under the Securities Act to provide companies with an intermediate path between, on the one hand, exempt offerings to qualified...
View ArticleClik here to view.
Report: SEC Filed a Record Number of Enforcement Actions in FY 2015,...
The SEC filed a record number of enforcement actions during FY 2015, but the aggregate value of fines, penalties, and disgorgements the agency collected during the fiscal year was well below the prior...
View ArticleClik here to view.
SEC Warning: It Is Watching Private Companies
The Securities and Exchange Commission is primarily concerned with public companies and the securities markets in which the shares of public companies trade. However, in a series of recent speeches and...
View ArticleClik here to view.
Theranos, the SEC, and the Enforcement of the Securities Laws Against Private...
In a speech last month, SEC Chair Mary Jo White signaled that the agency was going to be paying closer attention to private companies, particularly so-called “unicorns” – that is, the private...
View ArticleClik here to view.
Yes, But WHY Are There So Many Fewer Publicly Traded Companies?
As I have noted previously on this site, there are many fewer publicly traded companies in the United States now than there were within past decades. I have noted this phenomenon primarily within the...
View ArticleClik here to view.
Guest Post: The SEC’s Renewed Focus on Financial Reporting and Financial Fraud
While financial fraud has always been an important enforcement target for the SEC, the agency recently has shown increased attention to financial reporting cases. In the following guest post, Robert F....
View ArticleClik here to view.
Supreme Court Asked to Clarify Private Company’s Federal Securities Law Stock...
In the D&O insurance world, private company liabilities, exposures, and insurance are viewed as categorically distinct from public company liabilities, exposures, and insurance. There are...
View ArticleClik here to view.
Guest Post: General Solicitation Under Rule 506(b) After Citizen VC: Guiding...
Richard M. Leisner In August 6, 2015, the SEC Division of Corporation Finance issued an interpretive letter to Citizen VC concerning exempt private offerings under Rule 506(b). In the following guest...
View ArticleClik here to view.
SEC Enforcement Actions Decline
The SEC’s enforcement activity so far this fiscal year trails the record levels in the 2015 fiscal year. According to a recent report from Cornerstone Research (here), the SEC’s enforcement activity...
View ArticleClik here to view.
Guest Post: Ninth Circuit Clarifies What Might Trigger SOX 304 Disgorgement
Bruce Ericson Among the many issues arising under the Sarbanes-Oxley Act are questions surrounding disgorgement under Section 304, particularly questions concerning what actions and whose actions might...
View Article
