The SEC is expected this fall to issue Rules restricting the use of so-called Rule 10b5-1 “Plans,” which are used as trading safe harbors by executives and directors of public companies to permit trading even while they may possess material … Continue reading
Stephen Honig
Corporate America treats DEI as a problem to be fixed, and often relies on DEI training as part of the process. This approach was roundly criticised last week by a panel of corporate experts convened by the New England Chapter … Continue reading
SPACs are under attack in litigation file in New York Federal Court, claiming these entities should be closely regulated as investment companies under the ’40 Act. SPACs typically invest their funds in market securities during they year or more they … Continue reading
The SEC supervises brokers and investment advisers and people in those professions know that periodic compliance visits can get very granular. We all also know that the SEC is deeply interested in protecting the investing public. Latest SEC move: at … Continue reading
Assuming the parties to a deal are of sufficient size prior to the deal itself, the FTC requires filing and clearance of all M&A deals above a certain size under the infamous Hart-Scott-Rodino Act. That size of deal trigger is … Continue reading
On the second anniversary of the signing by many major corporations of the Business Roundtable Statement calling on business to operate for the benefit of all stakeholders, the Harvard Governance Program accuses corporate America of, in effect, intending to con … Continue reading
I am off to install my youngest in Reed College in Portland, OR and thus it is unlikely I will post for the next two weeks; this hiatus is temporary and I look forward to again posting on corporate, SEC … Continue reading
Last Friday the SEC approved changes to the NASDAQ Rules designed to push NASDAQ-listed companies down the DEI path to more diverse boards of directors. (Sorry about the headline above, by the way; I could not resist.) The Rule changes … Continue reading
The SEC hands out millions of dollars each year to individuals who alert the Commission (or sometimes other regulatory agencies) of ultimately proven securities fraud. During the Trump years, the Commission underwent formal procedures under the Administrative Procedures Act (“APA”) … Continue reading
Monday of this week, in a Texas Federal court, SolarWinds sought to have dismissed a shareholder suit alleging that the company tricked investors by not disclosing in advance company vulnerability to cyber attacks of its software product Orion. Plaintiffs claimed … Continue reading