New England Biz Law Update

“I imagine that right now, you’re feeling a little bit like Alice. Hmm? Tumbling down the rabbit hole?”  — Morpheus to Neo in “The Matrix” On March 22, the U.S. Supreme Court rendered a unanimous decision in the case of ...

Tagged with: May 2011 issue

What do “common law private placements” of corporate equity and pornography have in common? No one can define either, but people spend endless hours attempting to describe their characteristics.

Tagged with: common law private placements corporate equity March 2011 issue pornography

Aside from preventing outright theft, does corporate good governance matter? How do you measure good governance, anyway? For years, economists at Harvard University’s Olin Center for Law, Economics and Business have attempted to measure the impact of law on what ...

Tagged with: corporate good governance Jan. 2011 issue

“Why should a man walk around with a pistol, and then let himself be insulted? That’s mighty strange.” The Man With No Name, Clint Eastwood’s iconic bounty hunter, pondered the question of why an armed person should not profit from ...

Tagged with: Nov. 2010 issue

The Dodd-Frank Act is the most far-reaching securities legislation in a generation, but I’ll leave its analysis to the deluge of client alerts and webinars out there. Aside from Dodd-Frank, there are other important securities changes that lawyers need to ...

The way to think about SEC cases brought against companies and management is simple: The SEC hates liars. This proposition should not be startling. What is interesting is the wide variety of packages in which untruths arise, some sufficiently subtle ...

Enterprise risk management, or ERM, continues to be a “hot topic” in the legal press, in CLE programs, in webinars and certainly in Compliance Week. Like a dog with a bone, the securities law and corporate governance communities are gnawing away, until the last ounce of marrow is sucked free and digested.

The big news this spring is the new blockbuster SEC proxy disclosure rules covering compensation and governance that have dominated the legal literature. This column will go where others dared not — or, rather, cared not, to go: everywhere else. ...

Risk: To gamble on; do at one’s peril; hang by a thread; play with fire; carry too much sail; go out of one’s depth; bell the cat; make an investment; sit on a barrel of gun powder. — Webster’s New ...

By Stephen M. Honig In the most recent issue of New England In-House, we summarized the articulated Securities and Exchange Commission agenda: proxy reform, heightened disclosure on governance issues, focus on risk management and enhanced compensation disclosure. Since then, we ...