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|The Enforcement Begins: Highlights of the CRTC FAQ Updates on CASL|
Roland Hung, Shana Wolch; McCarthy Tétrault LLP;
July 28, 2014, previously published on July 18, 2014CASL came into effect on July 1, 2014, including the provisions for sending commercial electronic messages (CEM) (section 6) and installing computer programs (section 8). Since July 1, 2014, it is reported that the CRTC has received more than 1,000 complaints. Hence, awareness of this new law is...
|Investment Fund Managers - A Regulatory Check-up|
Cristian O. Blidariu, Michael C. Nicholas, Sean D. Sadler, Rene R. Sorell; McCarthy Tétrault LLP;
July 28, 2014, previously published on July 21, 2014The Ontario Securities Commission (“OSC”) has recently released two notices providing helpful guidance on the compliance operations of investment fund managers (“IFMs”). This guidance is contained in the 2013 annual review summary report for dealers, advisers and investment...
|SEC Brings First Whistleblower Anti-Retaliation Claim Under the Dodd-Frank Act|
Matthew T. Bohenek, Steven W. Hansen; Bingham McCutchen LLP;
July 25, 2014, previously published on July 10, 2014Dealing with a whistleblower who remains an employee after going to the Government has always been something like traversing a mine field. When the Securities and Exchange Commission (“SEC”) adopted Rule 21F-2, defining a “whistleblower” and making a violation of the...
|The Ten Biggest Mistakes Business Owners Make In Closely Hold Companies|
Erica B. Garay; Meyer, Suozzi, English & Klein, P.C.;
July 25, 2014, previously published on July 21, 2014Some “partners” or “shareholders” never enter into a formal, written agreement regarding their relationship to each other and to the Company. While New York law does not require such agreements among owners of “partnerships” and “corporations,” the...
|SEC Staff Issues Proxy Voting Guidance|
Abigail Bertumen, Lea Anne Copenhefer, Barry N. Hurwitz, Christopher D. Menconi; Bingham McCutchen LLP;
July 25, 2014, previously published on July 11, 2014Just before the July 4th holiday, the SEC’s Division of Investment Management and Division of Corporate Finance issued guidance on proxy voting. The guidance, which is a staff bulletin in the form of a Q&A, is the next chapter in an ongoing discussion about how investment advisers satisfy...
|Hotel Raises $1.5 Million via Crowdfunding|
Rebecca H. Forest; Lowndes, Drosdick, Doster, Kantor & Reed Professional Association;
July 25, 2014, previously published on July 23, 2014On July 22, 2014, Realty Mogul and Kittridge Hotels & Resorts, LLC announced the successful raise of $1.5 million in equity capital for the 163-room luxury Hard Rock Hotel located in Palm Springs, California. According to Realty Mogul, 85 individual investors across the United States...
|SEC Orders a Pilot Program on Tick Sizes to Study Trading Behavior|
Russell M. Fecteau; Bingham McCutchen LLP;
July 25, 2014, previously published on July 15, 2014On June 24, 2014, the Securities and Exchange Commission (SEC) ordered national stock exchanges and the Financial Industry Regulatory Authority (FINRA) to craft a yearlong pilot program that requires specific stocks (“Pilot Securities”) to trade in five-cent increments rather than...
|SEC Adopts Rules and Guidance on Cross-Border Security-Based Swap Activities|
Luke B. Falgoust; Jones Walker LLP;
July 25, 2014, previously published on July 17, 2014On June 25, 2014, the Securities and Exchange Commission ("SEC") adopted the first of a series of rules and guidance on cross-border security-based swap activities for market participants. The rules and guidance explain when a cross-border transaction must be counted toward the...
|In re: Kellogg Brown & Root, Inc., et al.: D.C. Circuit Grants Petition for Mandamus and Protects Attorney-Client Privilege of Internal Investigation in False Claims Act Case|
J. Andrew Jackson, Lindsey Lonergan, Rebekah N. Plowman, Stephen G. Sozio; Jones Day;
July 24, 2014, previously published on July 2014In March 2014, we issued an Alert summarizing a decision issued by the U.S. District Court for the District of Columbia in United States ex rel. Barko v. Halliburton Co., et al. The District Court granted a relator's motion to compel and ordered defendants to produce documents reflecting the...
|Delaware Court of Chancery Rejects Indemnification Sleight of Hand|
Thomas Michael, Ariel Yehezkel; Sheppard, Mullin, Richter & Hampton LLP;
July 24, 2014, previously published on July 22, 2014In Branin v. Stein Roe Inv. Counsel, LLC, C.A. 8481-VCN, 2014 WL 2961084 (Del. Ch. June 30, 2014), the Delaware Court of Chancery held that a vested right to indemnification may not be rescinded by a subsequent amendment to the governing corporate document.