Comparison of NY and Delaware LLC Rules

The choice in establishing a limited liability company (an “LLC”) for a company headquartered or doing business in New York is often between a Delaware LLC and a New York LLC. There was a time when the flexibility of the rules and the competence of Delaware courts in corporate matters often made Delaware a logical... Read more »

SEC Allows Confidential Review of Registration Statements

On June 29, 2017, the Securities and Exchange Commission (the “SEC”) announced that it would allow issuers to submit draft registration statements for confidential review with respect to initial public offerings (“IPOs”), initial registration statements for classes of securities under Section 12(b) of the Securities Exchange Act of 1934 or a follow-on offering to one... Read more »

FINRA Issues Letter Guidance On Use of Performance Information with Institutional Investors

On June 9, 2017, the Financial Industry Regulatory Authority (“FINRA”) issued a letter (the “Letter”) giving guidance in response to a request by an open-ended fund to allow it to provide “Related Performance Information” in marketing material used with institutional investors. “Related Performance Information” is defined as the actual performance of separate or private accounts or funds... Read more »

Delaware Court Affirms Limited Director Duty to Preferred Shares

On April 14, 2017 (corrected April 25, 2017), the Delaware Court of Chancery partially rejected a motion to dismiss a complaint (the “Complaint”).  The Complaint was brought by the trust of founder of a venture capital company who was also a common stockholder against an investor in Series A Preferred Stock (the “Preferred”) of ODN Holding... Read more »

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