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
Category Archives: The Law
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
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
The problem is: it often is both. Remarks yesterday by SEC chair Gensler called for Congress to pass legislation making clearer the regulatory powers of the SEC over certain forms of crypto-currency; to date, the SEC has regulated crypto by … Continue reading
A recent article in Law 360 (a service to attorneys) collected a covey of interesting factoids relating to a major hamburger vendor’s legal tangle relating to discrimination and harassment. Seems Mickey D has been accused of sins in these areas, … Continue reading
By now it is common knowledge that calculating commercial interest rates using LIBOR is no longer possible; the disclosure of LIBOR manipulations tolled its death knell. The influential New York Federal Reserve Bank has proposed a replacement metric (“Term SOFR”), … Continue reading
While most businesses acknowledge the potential impact of climate on their operations, and many people see first-hand the potential for disruption due to climate change, there is a dispute as to the role of the SEC in disclosing climate factors … Continue reading
In my May 5 post, I predicted that the SEC’s animosity to SPACs would not fade away. It was easy prophesy and of course it has come to pass. In an announcement issued yesterday, the SEC’s Office of Investor Education … Continue reading