Recently, Nevada passed new legislation (AB 239) to amend the Nevada Revised Statutes to provide a number of statutory liability protections, including de-emphasizing the use of Delaware case law in interpreting Nevada law. Here are five key aspects of this new legislation: 1. Modernizing fiduciary duty for controlling stockholders Nevada now defines a controlling stockholder based on actual voting power (enough to elect a board …
Liz Dunshee Joins Cooley! I’m So Happy…
You can’t imagine the extent of my joy that Liz Dunshee has decided to join us here at Cooley. Liz and I worked together at TheCorporateCounsel.net – where she’ll still be putting in some time – and I can tell you from first-hand experience that she is special. I knew Liz was unique from the moment we met. During my 17-year run at TheCorporateCounsel.net, I …
Corp Fin Revises Two (And Withdraws One) Legal Proceeding Disclosure CDIs
A few weeks ago, Corp Fin revised two – and withdrew one – of the Legal Proceedings CDIs under Item 103 of Regulation S-K. These CDI changes are catching up to the reorg of Item 103 that the SEC made five years ago when the SEC incorporated Item 103’s instructions into the rule itself rule and changed the environmental proceeding quantitative thresholds. These new changes …
PCAOB May Survive Just Yet…
Last month, I blogged that the PCAOB may be absorbed by the SEC under the budget reconciliation bill that is making its way towards the finish line. In that blog, I indicated that the only thing that might stop the merger of the agencies is if the Senate parliamentarian rules that it isn’t germane to the budget. As noted in this press release by the …
Deep Dive: The SEC’s “Foreign Private Issuer” Concept Release
In this 18-minute video, Cooley’s Courtney Thorne, Katie Kazem and Reid Hooper explain: 1. What is a “foreign private issuer”? And a summary of the FPI concept release. 2. An explanation of what a ‘concept release’ is. And why the SEC issued this particular concept release at this time 3. Where do FPI companies go from here? What should companies be thinking about going forward?
The FPI Concept Release: The SEC’s Concerns
A few days ago, I blogged about the SEC issuing this 71-page concept release to rethink the definition of “foreign private issuer.” This Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper and Shari Ness delves into what the regulatory concerns are – and what the potential regulatory responses could be. Here’s an excerpt: “Regulatory concerns: Key concerns raised by the SEC in the …
The SEC’s Concept Release on the ‘Foreign Private Issuer’ Definition: Why It Matters
Last week, the SEC issued this 71-page concept release to rethink the definition of “foreign private issuer” and determine which companies should get the benefits of reporting under the FPI reporting framework. Here’s the press release and the fact sheet. Comments are due 90 days from the concept release being published in the Federal Register. These two changes noted in the fact sheet highlight why …
Nine Lessons Learned From a Decade of Reg A Offering Stats
Recently, the SEC released a trio of reports from the Division of Economic and Risk Analysis (DERA) that provide a host of stats about Regulation A and Regulation Crowdfunding offerings, as well as beneficial ownership of qualifying private funds. The one that caught my eye was “Analysis of the Regulation A Market: A Decade of Regulation,” as it surveys 1400 Reg A offerings from 800 …
Where Do Corp Fin Directors Hail From?
As we await word as to who the next Corp Fin Director is, I thought it might be useful to investigate where these folks typically hail from. Below is an analysis of this list of Corp Fin Directors that I created long ago on TheCorporateCounsel.net. As you can see the bulk of the twenty Directors had served on the Staff in some capacity at a …
Securities Class Action Settlement Trends: Smaller Sizes and Smaller Players
Here are the key takeaways from a recent Cornerstone Research report that’s summarized in this Cooley “Securities Litigation & Enforcement” note from Brett De Jarnette and Ziwei Xiao: