Category: Corporate

Corporate

Understanding the Corporate Transparency Act

As of January 1, 2024, significant new reporting requirements have come into effect with the Corporate Transparency Act (the “CTA”). In general, the CTA is a new federal law that requires most US-based entities, and certain foreign entities (collectively, “Reporting Companies”), to report detailed information about their “Beneficial Owners” and “Company Applicants” to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the US Department … Continue reading Understanding the Corporate Transparency Act

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Corporate

Corporate Transparency Act Goes Effective January 1, 2024

Written by Anthony A. Adler and Mark T. Hiraide Beginning January 1, 2024, a new federal law will require most newly formed business entities to report information to the U.S. government about who ultimately owns and controls them. Business entities formed prior to January 1, 2024 that are not “large operating companies,” and do not fall under another exemption, will have one year to file … Continue reading Corporate Transparency Act Goes Effective January 1, 2024

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Corporate

SEC Approves Changes to Beneficial Ownership Reporting

Written by Blake Baron and Gabriel Miranda On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments to shorten the deadlines for initial and amended beneficial reports filed on Schedules 13D and 13G under the Exchange Act of 1934, as amended, among other changes, which incorporates concerns and considerations raised by comments in response to the initial proposed amendments.[1] In an effort … Continue reading SEC Approves Changes to Beneficial Ownership Reporting

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Corporate, Cybersecurity

SEC Approves New Rules for Cybersecurity Disclosure and Incident Reporting

Written by Blake Baron and Gabriel Miranda On July 26, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted the new highly-anticipated cybersecurity disclosure rules for public companies. Background: Cybersecurity disclosure has been on the SEC’s radar since their 2018 cybersecurity disclosure guidance. And, on March 9, 2022, the SEC first proposed its new cybersecurity rules for public companies aiming to “better inform investors” about … Continue reading SEC Approves New Rules for Cybersecurity Disclosure and Incident Reporting

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Corporate

SEC Announces Adoption of Amendments to Rule 10b5-1 Insider Trading Plans and Related Disclosures

Written by Blake Baron and Gabriel Miranda On December 14, 2022, the Securities and Exchange Commission (“SEC”) announced that they adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (“Exchange Act”). Rule 10b5-1 was first adopted by the SEC in August 2000, which provided affirmative defenses for corporate insiders and companies to buy and sell company stock pursuant to a 10b5-1 plan, … Continue reading SEC Announces Adoption of Amendments to Rule 10b5-1 Insider Trading Plans and Related Disclosures

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Corporate, Labor & Employment

Corporate Board Diversity Mandates Under Fire in California

Written by Jeremy Mittman and Nimish Patel California’s groundbreaking laws mandating corporate board diversity are under fire as two California courts recently ruled them unconstitutional. The courts struck down two California statutes – SB 826 and AB 979 – which required corporations doing business in the Golden State to have a certain number of sitting directors who were female or who were identified as members … Continue reading Corporate Board Diversity Mandates Under Fire in California

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Corporate

SEC Proposes Shortening the Securities Transaction Settlement Cycle

Written by Blake Baron On February 9, 2022, the U.S. Securities and Exchange Commission (SEC) unanimously voted to propose shortening the standard settlement cycle for securities transactions from two days to one. The full proposed rule can be found here and a fact sheet can be found here. According to the fact sheet, the proposal, which aims to reduce risks in the clearance and settlement … Continue reading SEC Proposes Shortening the Securities Transaction Settlement Cycle

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Corporate

SEC Approves Nasdaq’s New Board Diversity Requirements

Written by Nimish Patel On August 6, 2021 the U.S. Securities and Exchange Commission (SEC) formally approved Nasdaq’s proposed board diversity listing rules. Key Takeaways The new rules will require companies listed on Nasdaq’s U.S. exchange to annually disclose self-identified board demographic data. Most companies will be required to have at least two diverse directors or explain why they do not. There will be a … Continue reading SEC Approves Nasdaq’s New Board Diversity Requirements

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Corporate

$12 Million Judgment Against Celebrity Endorser for Role in Cyrptocurrency ICO

Written by Mark Hiraide You are a celebrity or a social media influencer and are asked by a company raising money from investors to post endorsements on Instagram.  The company’s White Paper identifies you as a “team member,” and the company refers to you as a member of their advisory board.  The company goes on to raise over $12 million from investors, but later goes … Continue reading $12 Million Judgment Against Celebrity Endorser for Role in Cyrptocurrency ICO

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Corporate

Proposed Rule Provides More Access to Capital for Businesses by Exempting Certain “Finders” from SEC Registration

Written by Mark Hiraide and Travis Jeffries Ever since the enactment of the Securities Exchange Act of 1934 (the “Exchange Act”), the practice of compensating a so-called “finder” of investors has been risky – it exposed both the finder and the company to whom the finder introduced investors to draconian rescission liability, unless the finder was registered as a broker with the U.S. Securities and … Continue reading Proposed Rule Provides More Access to Capital for Businesses by Exempting Certain “Finders” from SEC Registration

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