New England Biz Law Update

In January, the Securities and Exchange Commission issued a “no action letter” widely and wrongly interpreted as legalizing the role of unregistered broker/dealers as compensated M&A finders. The Securities Exchange Act of 1934 requires that broker/dealers register with the Financial ...

“Far from the madding crowd’s ignoble strife, their sober wishes never learned to stray.”   — Thomas Gray, “Elegy Written in a Country Churchyard” (1751)   In October, the Securities and Exchange Commission promulgated draft rules to implement “crowdfunding” in ...

“And the king said, ‘Divide the living child in two, and give half to the one, and half to the other.’”— 1 Kings 3:24-3:25 On Sept. 18, the SEC at long last proposed an “amendment” to Regulation SK to institute ...

Tagged with: Nov. 1 2013 issue

The Securities and Exchange Commission on July 10 promulgated rules implementing the 2012 JOBS Act provision permitting public advertising in “private” securities offerings sold to “accredited” investors. 

Tagged with: Aug. 31 2013 issue

The NASDAQ marketplace is home to many emerging companies. Lacking the size of New York Stock Exchange companies, NASDAQ companies nonetheless have been pushed by federal regulation into a regulatory environment parallel to that of NYSE-listed companies.

Tagged with: July 1 2013 issue

Over the last five years, average tenure of a CEO (based on a survey of public and private companies) shrank from 7.3 years to 4.4 years. Focus on CEO succession is becoming more important to boards. Half the members of ...

Tagged with: April 30 2013 issue

What should director minutes say and how detailed should they be? It likely depends on the maturity of the company, the personality of its management, and the input of its lawyers.

Tagged with: February 28 2013 issue

Notwithstanding everything going on at the Securities and Exchange Commission these days, amending rules under Dodd-Frank and the JOBS Act, and bringing anti-fraud litigation, there nonetheless is one subject enjoying intense SEC focus: the Foreign Corrupt Practices Act.

Tagged with: Dec. 31 2012 issue

We are all aware of the substantial retrenchment of SEC enforcement mandated by the 2012 JOBS Act (“Act”), which contemplates crowd-funding and permits public advertising of certain “private placement” transactions (see my October column). But equally important is the impact ...

Tagged with: Nov. 30 2012 issue

September was when the public was allowed to comment on proposed SEC rules amendments that will permit unbridled use of general advertising in “private placements,” provided all purchasers are “accredited.” 

Tagged with: Oct. 31 2012 issue