February 2015

Forum Selection Bylaws

More than 90% of proposed M&A transactions valued at over $100 million are challenged by stockholders in court. In many cases, such actions are brought by stockholders in more than one jurisdiction, thereby requiring companies and their directors to li…

April 2014

D.C. Circuit Holds that Conflict Minerals Provision Violates First Amendment

On April 14, 2014, a three-judge panel of the United States Court of Appeals for the District of Columbia Circuit (the "Circuit Court") issued its "conflict minerals" opinion in National Association of Manufacturers, et al. v. Securities and Exchange Commi…

October 2013

SEC Approves Permanent Registration Rules for Municipal Advisors

On September 18, 2013, the Securities and Exchange Commission (“SEC”) voted unanimously to adopt rules under Section 975 of the Dodd-Frank Act (“Dodd-Frank Act”) that require the permanent registration of municipal advisors.  The rules clarify the…

August 2013

SEC Adds to and Amends Broker-Dealer Financial Responsibility and Investor Protection Rules

On July 30, 2013, the Securities and Exchange Commission (“SEC”) made two significant announcements affecting broker-dealers: the adoption of new rules designed to increase protections for investors whose money and securities are held by SEC-registered…

July 2013

SEC Lifts Ban on General Solicitation in Certain Private Securities Transactions, Disqualifies “Bad Actors” from Rule 506 Offerings

On July 10, 2013, the Securities and Exchange Commission (the “SEC”) adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) that eliminate the long-standing prohibition on ge…

June 2013

SEC Issues FAQs on Conflict Mineral Rules

On May 30, 2013, the Division of Corporation Finance at the Securities and Exchange Commission (the "SEC") issued Frequently Asked Questions ("FAQs") on disclosure relating to the use of conflict minerals from the Democratic Republic of the Congo (DRC) or …