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What is an ATM Offering?

Posted by Jeffrey Morlend on Nov 1, 2017 12:23:35 PM

There are many ways for a public company to raise money, but one of the more increasingly popular choices is through an “at-the-market” or ATM offering, whereby a company can sell its securities into an existing trading market in a series of transactions over an extended period of time and at prices based on prevailing market prices. 

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Topics: ATM, At the Market Offering

Filed v. Furnished, What’s the Difference?

Posted by Jeffrey Morlend on Sep 18, 2017 1:45:10 PM

When disclosing information in a filing with the SEC, it is important to know whether such disclosure and any related exhibits should be "filed" or "furnished". To non-lawyers, this may seem like semantics or another technical difference among lawyers, but there is a distinct and important difference, which is oftentimes the cause behind the questions we receive from in-house counsel.

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Topics: SEC, Securities Exchange Act, incorporation, SEC Filings

What Are The Reporting Obligations Under Section 16?

Posted by Jeffrey Morlend on Jun 14, 2017 4:08:50 PM

Most in-house counsel of public companies are very familiar with the reporting obligations required by the trifecta – Form 8-Ks, Form 10-Qs and Form 10-Ks – but they oftentimes rely on outside counsel to help determine whether any filings are required to be made under Section 16 of the Exchange Act. If someone is an officer or director of a public company or owns more than 10% of any class of securities of a public company, that person is deemed to be an insider of that company and is required to file the following forms with the SEC in order to report his or her insider-ness. As a practical matter, many companies assist their insiders with these forms as a courtesy, even though they are not technically the company’s responsibility.

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Topics: Securities Exchange Act, Section 16

FICA Taxes and Administrative Traps for Employers

Posted by Amy E. Sheridan on Apr 14, 2017 3:59:24 PM

The nuances of the Social Security and Medicare tax system – collectively FICA taxes – continue to confound and increase the potential liability of employers who are not well versed in this area.

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Topics: Employment Law, Social Security, FICA, Taxes, Employment & Benefits, Timely Pay

Hague Securities Convention Takes Effect to Clarify Applicable Law Governing Securities Accounts Held by Intermediaries

Posted by Hayden S. Baker on Mar 31, 2017 4:37:11 PM

Summary

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Topics: securities, finance, international finance

Asset Managers: Are You Ready for Your Exam? Steps You Should Take Now

Posted by Joel S. Telpner on Mar 17, 2017 10:49:35 AM

Last week we told you about the five biggest pet peeves of the SEC’s Office of Compliance Inspections and Examinations (OCIE) when examining investment advisers (see "The Top Five ‘Gotcha’ Deficiencies Plaguing Asset Managers and How to Avoid Them"). This week, we want to get you ready for your exam.  Here are the OCIE’s examination priorities for 2017 for registered investment advisers and affiliated broker-dealers.1 This year, when conducting examinations of registered investment advisers, the OCIE’s focus will revolve around three themes:

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Topics: OCIE, investment management, retail investors, elderly and retiring investors

The Top Five "Gotcha" Deficiencies Plaguing Asset Managers and How to Avoid Them

Posted by Joel S. Telpner on Mar 3, 2017 2:29:24 PM

Let’s start with this caveat: as we all know, under the still-new Trump Administration, priorities may and are likely to change. Now that we got that off our chest, it is nevertheless not the time to sit back and wait. The SEC’s Office of Compliance Inspections and Examinations (OCIE) has just given us a list of potholes that investment advisers keep falling into. 

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Topics: Deficiencies, Compliance Rules, Regulatory Filings, Code of Ethics, OCIE, Custody Rule, Books and Records

Mission Accomplished … First Circuit Bankruptcy Appellate Panel Acknowledges Post-Rejection Rights of Licensee of Trademarks

Posted by Jeanne Darcey on Jan 19, 2017 12:06:02 PM

The Bankruptcy Appellate Panel (“BAP”) for the First Circuit recently upheld a licensee’s rights to use a debtor’s trademarks and logo after a rejection by the debtor of the underlying licensing and distribution agreement. Mission Product Holdings, Inc., v. Tempnology LLC (In re Tempnology LLC) 2016 WL 6832837 (Bankr. 1st Cir. 11/18/16). Despite the omission of trademarks in the definition of intellectual property protected by Section 365(n) of the Bankruptcy Code, the BAP determined that the rights of the licensee do not vaporize upon rejection, but rather may be enforced in accordance with the terms of the underlying agreement between the licensee and the Debtor.

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Topics: trademarks, Bankruptcy

Check out our Top 5 Blog Posts of 2016

Posted by Leah Schloss on Jan 6, 2017 10:34:02 AM

#Hashingitout: Is It Worth Registering A Hashtag?

Companies are starting to register key hashtags. However, the hashtag’s legal status remains murky, and is considered a leading legal issue facing marketers. Plus, as with any trademark, registration can be a lengthy and potentially expensive undertaking. So, is it worth registering, particularly when its legal status is unclear?

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Topics: trademarks, litigation holds, clean energy, hashtags, hot topics

Financial Regulatory Reform — It's Coming, Unless it Doesn't

Posted by Joel S. Telpner on Nov 21, 2016 3:30:52 PM

Many Unknowns 

If you're like me, you are constantly receiving alerts from consultants, law firms, policy shops and others, all predicting how the Trump Administration is going to dramatically change, or even gut, Dodd-Frank and other U.S. financial regulations.  As you read these prognostications, keep in mind just how well pollsters, experts and markets did in predicting the election outcome.  The reality is, nobody knows what changes the future Trump Administration may make.  The only certainty is that determining at this point how Mr. Trump might revamp our financial regulations is a fool's folly.

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Topics: Dodd-Frank, financial services, Trump, Financial Regulation

The legal landscape is changing and we're here to share our perspective

We want to help you lead your legal department both as a manager of people and as a thought leader within your company advising your executives on the myriad legal issues that present opportunities and challenges. We also understand that you may not have time to read every decision, rule change or trend that relates to your daily life in your company, and we hope that we can help keep you up to date on the important stuff. 

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