When a company goes public with an Initial Public Offering, it has long been the practice that underwriters require major (sometimes all) prior shareholders to agree not to trade their shares into the public marketplace for 180 days. This “lock-up” … Continue reading
Category Archives: The Law
On July 9, the President by executive order directed government agencies to bolster competition through stricter analysis under the anti-trust laws. On the 15th of September, the FTC, by 3-2 party vote, rescinded vertical merger guidelines adopted under the Trump … Continue reading
SEC Rules are expected this Spring to affect SPAC offerings; last week the SEC’s Investor Advisory Committee provided the Commission with a list of recommendations for consideration. These recommendations focus primarily on enhanced disclosures: use of financial projections (generally omitted … Continue reading
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
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
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