law

Fewer Investors Will Be Able to Qualify as “Accredited Investors” under the New Dodd-Frank Act

As a result of the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) on July 21, 2010, it is now more difficult for individuals to qualify as “accredited investors” under Rule 501(a)(5) of Regulation D under the Securities Act of 1933.  The “Accredited Investor” Standard Start-up companies and investment […]

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Key Issues to Consider in the Operation of Your Business

In these times, business is often conducted at breakneck speeds. Along the way, even business owners with the best intentions sometimes overlook, or don’t have the time to address, important legal matters that can enhance the operation of their companies and/or provide important legal protections. Below are key issues that touch upon various aspects of

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Key Issues to Consider in Anticipation of a Major Transaction

Are you considering a major transaction for your business, such as a sale, merger, private placement or debt financing? These types of transactions are very important to the stakeholders in your company and to the future success of the business, and they are often time-consuming and costly. Below are key issues that often arise in

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Preparing Your Business for a Major Transaction: Seven Key Issues to Consider

Are you considering a major transaction for your business, such as a sale, merger, private placement or debt financing? These types of deals are very important to the stakeholders in your company and to the future success of the business, and they are often time-consuming and costly. Below are seven key issues that often arise

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Major New Amendments to SEC Rule 144 Regarding the Resale of Restricted Securities

The SEC recently adopted amendments to Rule 144 and certain related rules to make it easier for security holders to resell “restricted securities” and “control securities.” Rule 144 is the primary rule under which, after a specified holding period, security holders are able to sell securities they acquired in private transactions. The objective of the

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How the Sarbanes-Oxley Act Fits into Your Private Company’s Growth

Since the passage of the Sarbanes-Oxley Act (SOX) in 2002, public companies have dealt firsthand with the heightened financial reporting, disclosure and corporate governance requirements imposed upon them by SOX, as well as by regulations promulgated by the New York Stock Exchange, Nasdaq and others in response to SOX. Although not expressly subject to SOX

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Delaware Supreme Court Holds “Quasi-California Corporation” Statute Violates Delaware’s Internal Affairs Doctrine

The Delaware Supreme Court recently held that privately-held corporations incorporated in Delaware are not subject to Section 2115 of the California Corporations Code, which requires non-California corporations with substantial California contacts to adhere to certain California corporate law requirements. This “quasi-California corporation” statute, the Court found, violates Delaware’s internal affairs doctrine and the U.S. Constitution.

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