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Cybersecurity Issues in M&A Due Diligence

In today’s M&A transactions, cybersecurity deficiencies in a target company pose potentially significant financial and regulatory risks to the acquiring company. For this reason, new measures must be implemented in M&A transactions to protect both companies from today’s emerging cybersecurity epidemic.

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Regulation Crowdfunding

A new tool to raise capital is now available for small business and startup owners who may have previously believed that raising funds through selling an interest in their business to be too cumbersome or expensive.   

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TAGS: Corporate Law, Securities Law, Securities Regulation

Amendments to the Ohio Control Share Acquisition Act

Effective July 9, 2014, recent amendments to the Ohio Control Share Acquisition Act will require an Ohio public corporation wishing to opt out of the Act’s provisions by amending its articles of incorporation or code of regulations to first obtain approval of its board of directors and a majority shareholder vote. Other changes include a three-year “look back” provision for purposes of determining whether a shareholder is an “interested shareholder,” and additional exemptions for certain transactions under the Act which give more discretion to the board of directors.  Please click here to view our client advisory.

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TAGS: Corporate Law, Securities Law, Securities Regulation

SEC Eliminates Prohibition on General Solicitation and General Advertising in Private Offerings

At an open meeting on July 10, 2013 the SEC approved changes to certain rules regulating private offerings of securities that permit issuers to use general solicitation and general advertising. Specifically, under the new rules for Rule 506 of Regulation D, the most widely-used exemption from registration, issuers may use general solicitation and general advertising to offer their securities provided that: 

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TAGS: Corporate Law, Securities Regulation

2013 Securities Regulation Updates

With the 2013 annual meeting season well underway, we want to remind you of compliance deadlines, new and proposed listing rules, developments in recommendations of proxy advisory firms and other securities regulation and corporate governance matters.

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SEC Approves NYSE and Nasdaq Compensation Committee Independence and Consultant Requirements

The SEC recently approved new proposed listing standards for both the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) regarding criteria for compensation committee member independence and compensation consultant independence.

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FASB Removes Loss Contingency Disclosure Project From Agenda

At a meeting on July 9, 2012 the Financial Accounting Standards Board voted that it would not move forward with its outstanding project for modifying disclosure requirements for loss contingencies.

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TAGS: Corporate Law, Litigation, Securities Law

D.C. Circuit Vacates Stayed Proxy Access Rule

On July 22, 2011, the United States Court of Appeals for the District of Columbia Circuit handed down a decision in the case captioned Business Roundtable and U.S. Chamber of Commerce vs. Securities and Exchange Commission, which vacates new proxy access Rule 14a-11, and related amendments to Rule 14a-8 on shareholder proposals.

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TAGS: Corporate Law, Rule 14a-11, Rule 14a-8, Securities Law
CONTACT: F. Mark Reuter

SEC Adopts Final Rules on Whistleblower Incentives and Protection

On May 25, 2011, over a month after its scheduled release date, the SEC adopted rules to implement Section 21F of the Exchange Act, "Securities Whistleblower Incentives and Protection," which was added by Section 922 of Dodd-Frank. 

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TAGS: Corporate Law, Securities Law
CONTACT: F. Mark Reuter

FASB Revises Timeline for Adoption of New Exposure Draft on Disclosure of Certain Loss Contingencies

On October 27, 2010, the Financial Accounting Standards Board met to further discuss the timeline for adoption of its Exposure Draft of a proposed Statement, Contingencies (Topic 450), Disclosure of Certain Loss Contingencies.  For an overview of this Exposure Draft and the events leading up to its issuance, please see our previous blog on this subject.

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TAGS: Corporate Law, Securities Law
CONTACT: F. Mark Reuter

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IRS Circular 230 Disclosure: Unless we have specifically stated to the contrary in writing, any discussion of federal tax issues or submissions in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the United States federal tax laws or (2) promoting, marketing, or recommending to anyone any transaction or matter addressed herein.