Unicorns are huge companies, often with many shareholders, whose securities are not registered with the SEC. They have been privately financed by sophisticated investors, have never done an IPO, and do not have over 2000 shareholders (which would require them … Continue reading
Category Archives: The Law
SPACs have been criticized extensively for favoring the promoters and their cronies while the merged operating company does not reward the investors. Most SPACs are formed and will continue to be formed in Delaware. The Chancery Court early this month … Continue reading
I have written here, and in my recent article (Fall 2021 issue in Massachusetts InHouse) about the activist agenda of the Democratic-controlled SEC under Chair Gary Gensler. Yesterday, Gensler furthered that agenda by announcing that the SEC will address transparency … Continue reading
The activist SEC agenda has generated for comment two new rules designed to provide greater information to the marketplace; not surprisingly, providing information= more rules about what must be disclosed and even more forms to be filed. As if public … Continue reading
These are options granted to executives just prior to favorable announcements relating to the company which are likely to jump the market price above the strike price set forth in the options themselves; executives wake up one day soon to … Continue reading
It used to be “employee management,” and then “HR;” now with the Great Resignation, the shrinking of the labor force, the reshaping of “work” via pandemic, and the inflation of wages, it is re-named “human capital” and it has become … Continue reading
Last Friday, C Level Community (a networking organization) sponsored a Waltham breakfast and interview with Stephen Kaufer, founder and president/CEO of Tripadvisor. In the 22 years since its founding, Tripadvisor has grown into an international travel powerhouse, was acquired and … Continue reading
We all know that over 340 people died on crashed 737s, that Boeing paid the DOJ $2.5 billion dollars for criminal conspiracy due to misrepresentations by employees to the FAA, that the chief pilot was indicted on criminal charges. Now … Continue reading
When you issue stock per a traditional underwritten prospectus, say an IPO, a purchaser has a right to sue if there is a material omission or misstatement. Over the last few years, many companies have gone public by offering their … Continue reading
The SEC has just issued guidance requiring public companies to place on the agenda for shareholder meetings matters of general social importance even if they do not create material business impact on the registrant’s business. This action is in furtherance … Continue reading