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| Securities Offerings & Securities Regulation |
SEC Shortens Holding Periods for Unregistered Stock - 11/07
Business and Finance
November 20, 2007
Robert D. Klingler
Michael K. Rafter
On November 15, 2007 the Securities and Exchange Commission (SEC) announced amendments to Securities Act Rules 144 and 145 that are intended to reduce the cost of capital and increase access to capital.
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Supreme Court Overrules Per Se Prohibition on Retail Price Maintenance - 07/06/07
Business & Finance
July 5, 2007
Thomas R. McNeill
G. Patrick Watson
In a decision sure to cause both manufacturers and retailers to examine their resale pricing policies, on June 28, 2007, the United States Supreme Court overruled the nearly 100 year old rule that agreements to establish minimum resale prices constitute per se violations of section 1 of the Sherman Act.
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NASDAQ Capital Market Securities to Receive Blue Sky Exemptions - 05/07
Business & Finance
May 21, 2007
Terrence Allen Childers
Robert D. Klingler
Eliot W. Robinson
The Securities and Exchange Commission approved an amendment to a rule under Section 18 of the Securities Act of 1933 that will designate securities listed on the Nasdaq Capital Market as for purposes of Section 18.
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Delaware Court Considers Fiduciary Duty Issues in Stock Option Backdating and Spring-Loading - 04/24/07
Business & Finance
April 24, 2007
Eliot W. Robinson
While most of the attention and controversy regarding stock option grant practices has focused on potential accounting misstatements and related securities law violations, a pair of recent decisions of the Delaware Chancery Court demonstrates that corporate law fiduciary duty issues are presented as well.
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Executive Compensation Disclosure Memo Series
2007
Katherine M. Koops
Eliot W. Robinson
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SEC Allows Electronic Delivery of Proxy Material - 01/02/07
Business & Finance
January 2, 2007
G. William Speer
At an open meeting on December 13, 2006, the Securities and Exchange Commission unanimously adopted amendments to its proxy rules, effective July 1, 2007, that will allow, but not require, companies to furnish proxy materials to shareholders through a "notice and access" model using the internet.
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SEC Proposes Interpretive Guidance to Assist Management in the Implementation of Section 404 of the Sarbanes-Oxley Act
Business & Finance
December 14, 2006
G. William Speer
On December 13, 2006, at an open meeting of the Securities and Exchange Commission, the SEC proposed interpretive guidance for company management to improve implementation of Section 404 of the Sarbanes-Oxley Act.
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Georgia Legislature Approves Amendments to Georgia Corporation Code - 04/03/06
Business & Finance and Securities & Corporate Litigation
April 3, 2006
Thomas R. McNeill
Thomas S. Richey
Louis C. Spelios
Last week, the Georgia Legislature approved Senate Bill 469, a bill which affects how Georgia corporations conduct their affairs by modernizing the Georgia Corporate Code. Specifically, the bill contains provisions which relate to: the approval process for corporate transactions; the advancement of expenses to persons entitled to indemnification as corporate directors and officers, as well as the obligation of a corporation to indemnify; proceedings during bankruptcy; and the process by which corporations, limited liability companies, and partnerships, may elect another legal form. The bill is awaiting signature by Georgia Governor Sonny Perdue.
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Assumption of Liabilities in Asset Acquisitions: Make Sure You Know What You're Getting - 02/21/06
Business & Finance
February 21, 2006
Stuart C. Johnson
M. Todd Wade
When agreeing to assume the liabilities related to the assets that one is acquiring, be careful that the agreement spells out the liabilities being assumed. Otherwise, as illustrated by the recent decision from the Eleventh Circuit Court of Appeals in Clanton v. Internet Global, LLC, you may find yourself taking on more obligations than initially presumed.
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Recent Revisions to Section 16 - 08/29/05
Business & Finance
August 29, 2005
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SEC Defers Mandatory Option Expensing For Many Companies - 04/18/05
Revised Effective Date for FAS 123(R)
April 18, 2005
Joseph M. Berl (retired)
Rick Miller
Eliot W. Robinson
G. William Speer
M. Todd Wade
On April 14, the SEC delayed the date by which many companies must implement FAS 123(R), which requires the expensing of employee stock options. The SEC's new rule allows public companies to implement FAS 123(R) at the beginning of their next fiscal year, rather than the next reporting period, that begins after June 15, 2005.
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Increased SEC Aggressiveness in Investigations and Enforcement Actions: New Initiatives, Tougher Stances, Wider Exposure and Stiffer Penalties for Non-cooperation - 09/04
Securities & Corporate Litigation
September 15, 2004
Jennifer Devine Odom
Thomas S. Richey
W. Scott Sorrels
The SEC's new aggressive approach to investigations and enforcement has significantly raised the stakes for public companies in crisis, their officers and directors, and third parties who do business with them. The SEC's treatment of "cooperation" in its investigations requires immediate decisions by companies, their officers and directors and their counsel upon the first hint of employee misconduct or financial irregularities. These early decisions will likely affect the course of future litigation against the company and insurance coverage.
What do you need to know as an officer or director of a public company, as an individual or company doing business with a public company, or as counsel or auditors of a public company?
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