In April 2022, proposed amendments to the General Corporation Law of the State of Delaware (the “DGCL”) adopted by the Delaware bar, were introduced to the Delaware legislature and are expected to pass. The proposed amendments include, for example, allowing a corporation to adopt exculpatory provisions for breach of fiduciary duties of not only directors… Read more »
Posts Categorized: Corporate
SEC Settles SPAC Enforcement Action
On July 13, 2021, the Securities and Exchange Commission (the “SEC”) announced settlement of enforcement actions aganist a Special Purpose Acquisition Corporation (the “SPAC”), entitled Stable Road Acquisition Company, its sponsor, its CEO, its merger target, entitled Momentus Inc. (“Momentus”) and the founder and the former CEO of Momentus. SPACS have become increasingly popular in… Read more »
UK Requires Certain Sensitive Transactions to Be Filed For Approval
On April 29, 2021, the United Kingdom adopted the National Security and Investment Act 2021 (the “Act”). The Act will be effective once new rules are adopted, expected at the end of this year. It will require that any acquisition involving a buyer of a target “carrying on” activities in the United Kingdom in certain… Read more »
Renewal of Paycheck Protection Program
On December 27, 2020, the Economic Aid Act (the “EAA”) was signed into law. In addition to providing for small checks to Americans and other things, the EAA renewed the Paycheck Protection Program (the “PPP”) but under different terms. The prior program ran out in August with money left over. The new law allocates $284.5… Read more »
Holding Foreign Companies Accountable Act Becomes Law
On December 18, 2020, the Holding Foreign Companies Accountable Act (the “HFCAA”) was signed into law and the Securities and Exchange Commission (the “SEC”) was advised to adjust its rule proposal to take into account the new legislation. Under the legislation, a reporting company that uses an auditor in a jurisdiction that restricts or controls… Read more »
CARES Act Programs for Small Businesses
On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law. This enormous law was intended to provide support for businesses and individuals affected by the Coronavirus epidemic. The adoption of the law was followed by regulations and guidance with respect to the programs for relatively small… Read more »
SEC Proposes Revisions to “Accredited Investor” and “Qualified Institutional Buyer”
Among the key thresholds under Regulation D and Rule144A for eligibility for investing in private securities offerings are the definitions of “accredited investor” and “qualified institutional buyer”. In mid-December of 2019, the Securities and Exchange Commission approved, by a vote of 3-2, a proposal to revise these definitions. The current categories and financial thresholds remain… Read more »
New Committee on Foreign Investment in the United States (“CFIUS”) Rules to Go Into Effect
On February 13, 2020, new CFIUS rules are scheduled to go into effect. The new rules have been adopted by the Treasury Department under the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) which increases the CFIUS authority to review and disallow investment in U.S. sensitive companies. The rules also resulted in the exemption… Read more »
California Law Reclassifying Independent Contractors as Employees Takes Effect
On January 1, 2020, a new California Law, reclassifying independent contractors who meet certain criteria as employees instead, went into effect (except for workers’ compensation claims, with respect to which it will go into effect on July 1, 2020). The new law, as has been widely reported, sets standards which are intended to make persons… Read more »
California Consumer Privacy Act to Go Into Effect January 1, 2020
On January 1, 2020, the California Consumer Privacy Act (the “CCPA”) will go into effect as previously reported. The law will largely set the standard for data privacy in the United States as it will apply not just to California businesses over certain thresholds but to all businesses that do business in California, including internet… Read more »