As we predicted last month, the Securities and Exchange Commission adopted a final rule that requires a public company to disclose the ratio of the compensation of its CEO
Continue Reading CEO-Pay Ratio Rule Adopted by the SEC
Corporate Governance
A Look Ahead: SEC to Adopt CEO-Pay Ratio Rule?
According to Andrew Ackerman and Joann Lublin of the Wall Street Journal, the Securities and Exchange Commission is “poised to complete a rule requiring companies to disclose the pay…
Continue Reading A Look Ahead: SEC to Adopt CEO-Pay Ratio Rule?
Is “Big Brother” Such A Bad Thing
FINRA recently announced a change to the supervision rule to require hiring firms to conduct background checks on new employees. This rule change raises the question; what have member firms …
Continue Reading Is “Big Brother” Such A Bad Thing
COLLUSION CLAIMS AGAINST PRIVATE EQUITY FIRM PROCEEDS
Former shareholders may pursue narrowed claims against some large private equity firms who allegedly conspired with one another minimizing competition for target companies. See Dahl v. Bain Capital Partners LLC, …
Continue Reading COLLUSION CLAIMS AGAINST PRIVATE EQUITY FIRM PROCEEDS
REVERSE TRIANGULAR MERGERS ARE NOT ASSIGNMENTS
A reverse triangular merger was not an assignment by operation of law. See Meso Scale Diagnostics LLC v. Roche Diagostics GMBH, Del. Ch., C.A. No. 5589-VCP, 2/22/13, http://www.bloomberglaw.com/public/document/CONF_ORD_Meso_Scale_Diagnostics_LLC_vs_Roche_Diagnostics_GmbH_Do.
The court…
Continue Reading REVERSE TRIANGULAR MERGERS ARE NOT ASSIGNMENTS
What Do Ethics Have To Do With It?
Having a strong compliance program is not the end of a firm’s obligation to itself and its customers. All firms should also make sure that it has a strong ethics…
Continue Reading What Do Ethics Have To Do With It?
You May Be Better Off Telling the SEC Before Making Corporate Announcements
The SEC is actively encouraging companies to contact the SEC before making a public announcement.
The SEC has indicated that it has its Staff reviewing Form 8-K disclosures. These reviews…
Continue Reading You May Be Better Off Telling the SEC Before Making Corporate Announcements
Who Wants To Learn A Way To Insulate Themselves From Liability.
In our hyper-fast world, financial advisors, like many in the service sector, have become lazy. Let me be clear, I think financial advisors are working harder than ever to service…
Continue Reading Who Wants To Learn A Way To Insulate Themselves From Liability.
Game Changing Off-Label Marketing Decision Has Implications for Related Securities Lawsuits
The Second Circuit ruled that the First Amendment trumps the federal government’s enforcement off-label marketing prohibitions. The decision could change the face of pharmaceutical compliance and limit criminal, regulatory, and civil exposure to government and private plaintiffs.
Continue Reading Game Changing Off-Label Marketing Decision Has Implications for Related Securities Lawsuits
Who Wants To Know More Techniques To Uncover Fraud?
In previous blogs, I have noted the importance of focusing on certain types of troublesome activity and the use of outside business disclosure forms to unravel or prevent fraud.
There…
Continue Reading Who Wants To Know More Techniques To Uncover Fraud?