November 2015

SEC Adopts Final Crowdfunding Rules

On October 30, 2015, the Securities and Exchange Commission (“SEC”) adopted final crowdfunding rules as required by Title III of the Jumpstart Our Business Startups Act (“JOBS Act”). The proposed crowdfunding rules were released just over two years…

September 2015

SEC Adopts Final Rules on Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission (SEC) adopted a final rule to implement the “CEO pay ratio” disclosure mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. New Item 402(u) of Regulati…

July 2015

SEC Proposed Rules Regarding Executive Compensation Clawback Policies

On July 1, 2015, the Securities and Exchange Commission (SEC) issued proposed rules that would require national securities exchanges and associations to establish listing standards requiring companies to adopt policies that require executive officers to pa…

April 2015

SEC Adopts Final Rules for “Regulation A+”

On March 25, 2015, following the mandate of Title IV of the Jumpstart Our Business Startups Act (JOBS Act), the Securities and Exchange Commission (SEC) adopted final rules that update and expand Regulation A, which provides an exemption from registration …

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…