On Monday, June 30, 2003, the SEC approved new rules proposed and adopted by the New York Stock Exchange (“NYSE”) and the Nasdaq Stock Market (“Nasdaq”) requiring shareholder approval of equity compensation plans or material amendments to existing equity compensation plans ...
On May 28, 2003, the U.S. Department of Labor ("DoL") issued proposed regulations on COBRA continuation coverage notice requirements. The proposed regulations include content standards for each type of required notice and provide sample forms for certain of the required notices. This Alert focuses on the significant changes applicable to single employer health plans. Even though they are only proposed, the regulations are important for a number of reasons ...
Discovery for a New Millennium I. THE CHALLENGES OF ELECTRONIC EVIDENCE Computer usage now pervades all elements of society. Most businesses and many individuals conduct a significant percentage of communications through electronic media. E-mail, facilitated by the Internet, has become the dominate form of inter-office and intra-office communication ...
Project financing in emerging markets has been in use for some time, primarily for financing large new projects without any prior track record or operating history — greenfield projects. Emerging markets are in instant need of project financing as an effective instrument for economic investments. It facilitates attracting new investments by structuring the financing around the project's own operating cash flow and assets, without the additional guarantees of sponsors ...
As required by Section 403 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (the “SEC”) has adopted final rules and form amendments mandating the electronic filing, and website posting by issuers with corporate websites, of beneficial ownership reports filed by officers, directors and principal security holders under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) ...
The SEC’s Final Rules regarding Implementation of Standards of Professional Conduct for Attorneys purport to allow attorneys who appear and practice before the Commission to disclose client confidences to the Commission in three situations: (i) To prevent the issuer from committing a material violation that is likely to cause substantial injury to the financial interest or property of the issuer or investors; (ii) To prevent the issuer, in a Commission investigation or administrative proce
Capital Committed to VC Funds in the US ($) and Return Importance of Angel Investors • 80% of recent Inc. 500 bootstrapped initial capital using non-traditional source of funding1 • 5% raised initial capital from venture capital1 • 1996 - $30 billion angel funding $10 billion venture capital2 1. Angel Profile • Do’s for Entrepreneurs ...
The Most Common Legal Problems Entrepreneurs Encounter and How to Solve Them How to Avoid Snatching Defeat from the Jaws of Victory The Most Common Legal Problems Entrepreneurs Encounter and How to Solve Them Rob Kibby Chuck Powell Haynes and Boone, LLP Areas of Concern Areas of Concern • Ownership Ownership • Employees (and Independent Contractors) Employees (and Independent Contractors) • Tax Matters Tax Matters • Securities Law Matters Securities Law Matters • Accounting M
Two Class Certification Denials Reinforce Rule 23 Adequacy Principles, While Exposing the Fiction of “Lead Plaintiff Groups” Introduction A decade ago, William S. Lerach, of Milberg Weiss Bershad Hynes & Lerach, infamously declared, “I have the greatest practice of law in the world. . . . I have no clients ...
As seen in the Houston Business Journal ...
A recent U.S. Court of Appeals decision underscores the importance to plan administrators of maintaining proper procedures for the distribution of summary plan descriptions (SPD’s) under ERISA. Each participant in a plan which is subject to ERISA must be furnished an SPD satisfying ERISA’s content requirements within 90 days after he or she becomes a participant ...
Now that the 60-day deadline for filing new legislation without suspension of the rules has passed, for all practical purposes all legislation that will be offered this session has now been filed. Bills that could impact Texas employers generally, are listed by bill number and contain author, the committee the bill has been referred to, and any action that has been taken. House of Representatives H.B ...
Legal Duties of Directors and Guidelines for Insulating Them From Liability After Sarbanes-Oxley
25th Annual Conference On Securities Regulation and Business Law Problems, Dallas, Texas 1. INTRODUCTION 1.1. Scope of Outline. In the aftermath of the recent failure of Enron and other major companies and the resulting loss of public confidence in the capital markets, the U.S. Congress conducted lengthy investigative hearings to determine the root causes of these problems ...
We have identified various venture capital deal terms which have become more onerous as a result of the current state of the venture capital and technology industry. Understanding the impact of those terms is important to angels in structuring their initial investment as well as situations where they have made an investment and then solicit subsequent professional venture capital funding for the portfolio company ...
On January 29, 2003, pursuant to the requirements of Section 307 of the Sarbanes-Oxley Act of 2002, the SEC issued a release adopting a new Rule 205 entitled “Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer” (the “Standards”) ...
The Department of Labor (“DoL”) has issued final rules that implement the pension blackout provisions of the Sarbanes-Oxley Act of 2002 (the “Act”). These rules require plan administrators of individual account plans to deliver advance notice of blackout periods and will be effective for blackouts which begin on or after January 26, 2003 ...
As a part of sweeping corporate governance reforms mandated by the Sarbanes-Oxley Act of 2002, the SEC adopted ethical rules for attorneys who represent public companies and their nonpublic subsidiaries. The SEC rules make it clear that “attorneys can’t get a pass” from participating in corporate wrongdoing and attempt to hold attorneys accountable much like accountants and bankers have been for their roles in corporate financial scandals ...
Common Evidence Problems Discovery for a New Millennium Computer usage now pervades all elements of society. Most businesses and many individuals conduct a significant percentage of communications through electronic media. E-mail, facilitated by the Internet, has become the dominate form of inter-office and intra-office communication. Businesses are also managed in a wide variety of electronic formats, including spreadsheet programs, databases and computer aided design tools ...
First the auditors, then the bankers and now the lawyers. Many have questioned the role of lawyers in recent corporate scandals and expressed the view that lawyers should not be allowed to be bystanders and perhaps even facilitate (whether or not knowingly) corporate wrongdoings ...
The Sarbanes-Oxley Act was passed by Congress and signed into law by President Bush in July 2002 in response to several corporate financial and disclosure scandals. Section 307 of the Act directs the SEC to “issue rules, in the public interest and for the protection of investors, setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission ...
Annual International Business Law Institute, International Law Section, Dallas Bar Association A Powerpoint presentation covering the following: Introduction Political Developments Legal Developments Mexican Energy Issues Tax Developments Conclusion
Presentation to the National Investor Relations Institute A Powerpoint presentation covering the following: Impact of SEC Rules Adopted in January 2003 Disclosure Controls and Disclosure Committees Accelerated Filings Real Time Disclosures Certifications M D & A News Releases Update on Regulation FD and Investor Relations Issues Enforcement of Reg ...
On January 23, 2003, the Securities and Exchange Commission (the “SEC”) published new rules under Section 407 of the Sarbanes-Oxley Act of 2002 that will require public companies to disclose whether they have at least one “audit committee financial expert” serving on their audit committees. This Client Alert does not cover the rules recently adopted under Section 407 of the Sarbanes-Oxley Act that apply to registered investment companies ...
SEC Adopts New Rules Governing Disclosure of Non-GAAP Financial Measures and Amendments to Form 8-K Relating to Earnings Releases and Other Financial Disclosures
