On August 1, 2018, the U.S. Senate passed the Foreign Investment Risk Review Modernization Act (“FIRRMA”) as part of the Defense Authorization Bill (Title XVII). FIRRMA changes and updates the law setting up the Committee on Foreign Investment in the United States (“CFIUS”), which allowed CFIUS to review certain acquisitions by and mergers with foreign… Read more »
Posts Categorized: Corporate
SEC Increases Thresholds for “Smaller Reporting Company”
On June 28, the Securities and Exchange Commission increased the thresholds for “smaller reporting companies” (“SRCs”) and made certain other amendments designed to enlarge the category. See here. “SRCs” are the lowest category of reporting companies (large accelerated filers, accelerated filers, non-accelerated filers and SRCs). They need file only two years of audited financial statements,… Read more »
EU General Data Protection Regulation To Go Into Force
The EU General Data Protection Regulation (the “GDPR”) is scheduled to go into force on May 25, 2018. The GDPR replaces existing data protection laws throughout the EU, and tightens the requirements that apply to businesses that collect and use personal data. While a full understanding of the GDPR is beyond the scope of this… Read more »
SEC Report on Virtual Token Offerings and ICOs
On July 25, 2017, the Securities and Exchange Commission (the “SEC”) Division of Enforcement released a Report of Investigation (the “Report”) and a press release on the securities law analysis of an offer of DAO virtual tokens (“DAO Tokens”). (Such an offer is sometimes called an Initial Coin Offering, or “ICO”.) The Report may be the first of this type of report… Read more »
Comparison of NY and Delaware Corporation Rules
When the choice is between establishing a New York corporation or establishing a Delaware corporation headquartered or doing business in New York, the considerations are complex. As with a Delaware LLC, there was a time when Delaware rules and Delaware courts were viewed as most favorable to corporations founded in Delaware, but that is no… Read more »
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 »
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 »
New Law on Private Fund Limited Partnerships in the U.K.
On April 6, 2017, the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (the “Order”) went into affect, amending the U.K. Limited Partnerships Act. The Order creates a new category of limited partnership, the private fund limited partnership (the “PFLP”). A PFLP application must include confirmation by the general partner that the “private fund conditions”… Read more »
Federal Jury in California Awards Over $8 Million to General Counsel Whistleblower
Whistleblowers may take heed of a February 2017 jury award to a General Counsel, who had been in his position for 25 years, of $3 million in back wages (which is doubled under the Dodd-Frank Act) and $5 million in punitive damages, for a total of nearly $11 million. The case pitted Sanford Wadler against Bio-Rad Laboratories Inc.,… Read more »