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Governor Baker Issues Executive Order Temporarily Permitting Massachusetts Public Companies to Hold Virtual-Only Shareholder Meetings

March 31, 2020 | Blog | By Anne Bruno

Read about Massachusetts Governor Baker’s executive order that temporarily permits Mass. Public Companies to Hold Virtual-Only Shareholder Meetings.
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Material Non-Public Information in the Time of COVID-19: SEC Warning on Insider Trading

March 30, 2020 | Blog | By Pete Michaels, Michael Pastore

On March 23, 2020 the SEC issued a statement warning about the risks of insider trading posed by the COVID-19 pandemic.
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Virtual Shareholder Meetings Permitted for NY Corporations through April 19

March 23, 2020 | Blog | By Anne Bruno

This alert covers Governor Cuomo’s executive order allowing corporations in New York to hold virtual-only shareholders meetings in light of COVID-19.
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Supreme Court of Delaware Overturns Court of Chancery, Allowing Corporations To Enact Federal Forum Provisions to Keep Securities Act Claims In Federal Court

March 20, 2020 | Blog | By John Sylvia, Patrick E. McDonough, Ellen Shapiro

On March 18, 2020, the Delaware Supreme Court (the “Court”) issued a groundbreaking decision reversing the Delaware Court of Chancery’s December 2019 ruling in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578 (Del. Ch. Dec. 19, 2018), and holding that charter provisions adopted by public companies that designate a federal forum for securities claims brought pursuant to the Securities Act of 1933 (“Federal Forum Provisions”) are valid and enforceable.
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The New York City Bar Association Goes to Bat for Compliance Officers

February 13, 2020 | Blog | By Michael Pastore, Jason Burrell

The New York City Bar Association Compliance Committee (“Committee”) recently issued a report encouraging financial regulators to provide a clear framework for when compliance officers may be held personally liable for the misconduct of their employing institutions.
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Massachusetts Securities Division Expands Jurisdiction to Non-Securities

February 10, 2020 | Blog | By Pete Michaels

The Enforcement Section of the Massachusetts Securities Division (“MSD”) recently filed an Administrative Complaint against Ryan Patrick Skinner (“Skinner”) and related entities Summit Financial Partners and Summit Financial Ptrs Inc of Woburn, MA (together, “Summit”). 
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You’ve Got Mail! Emails May Be Subject to Stockholder Books and Records Requests

June 10, 2019 | Blog | By Zachary Liebnick

Delaware corporations have always been required to provide certain information to their stockholders under Section 220 of the Delaware General Corporation Law (DGCL), but the scope and form of that information  has naturally changed as technology advances.  A recent expansion of the type of documents that corporations may be required to provide occurred in a recent case in which the Delaware Supreme Court held in KT4 Partners LLC v. Palantir Technologies, Inc., that a corporation may be required to produce emails and other electronically stored records at the request of stockholders who bring books and records requests under Section 220.
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SCOTUS Sets a Clock on Disgorgement in SEC Enforcement Actions

June 7, 2017 | Blog

The U.S. Supreme Court’s recent decision in Kokesh v. SEC imposes a five-year statute of limitations on agency-sought disgorgement in SEC enforcement actions, resolving a Circuit split and definitively categorizing disgorgement as a statutory “penalty” under 28 U.S.C. § 2462.
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U.S. IPO Market: Can We Bounce Back From Two Slow Years?

May 17, 2017 | Blog | By Megan Gates, Sahir Surmeli

The U.S. IPO market began 2017 with a solid start, with 25 IPOs raising nearly $10 billion in the first quarter and another 31 IPOs in the second quarter through May 15.
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SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

April 19, 2017 | Blog

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014.  Initially priced at $17 per share, the share price jumped to more than $24 by the end of the first trading day, raising $3.4 billion and beating market expectations.
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SEC Requires Public Companies to Hyperlink Exhibits Beginning September 1, 2017

March 28, 2017 | Blog | By John Condon

Public companies will soon be required to include an active hyperlink to each exhibit to all registration statements filed under the Securities Act of 1933, as amended, and all periodic and current reports filed under the Securities Exchange Act of 1934, as amended, filed on or after September 1, 2017.
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"Fallen Angel" Reverse Mergers Panel: An Alternative to the Traditional IPO

February 21, 2017 | Blog

The IPO market in 2016 was abysmal, especially for the life sciences sector. Annual IPO proceeds fell to the lowest level since 2003. The IPO market forecast for 2017 is uncertain.
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Securities and Exchange Commission Considers Changes to CEO Pay Ratio Rule

February 8, 2017 | Blog

SEC Acting Chairman Michael S. Piwowar issued a public statement on February 6, 2017 requesting input on any unexpected challenges that companies have experienced as they prepare for compliance with the CEO pay ratio rule, which will become required disclosure in public company 2018 proxy statements.
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First Circuit Strengthens “Traceability” Pleading Requirement for Section 11 Claims

November 30, 2016 | Blog | By Matthew Levitt

A recent First Circuit decision raises the pleading bar for plaintiffs asserting violations of Section 11 of the Securities Act. Only would-be plaintiffs who acquired a security that is the direct subject of a prospectus and registration statement are entitled to sue under Section 11.
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SEC Adopts Amendments Updating its Rules of Practice for Administrative Proceedings

July 26, 2016 | Blog | By Dominique Windberg

On July 13, 2016, the SEC announced its adoption of several amendments that update the SEC’s rules of practice governing its administrative proceedings. 
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Mintz's Annual "Year-End Kickoff Memo" is Out

February 8, 2016 | Blog

Every year at around this time, the Mintz securities lawyers are busy collaborating with our December fiscal year-end clients to prepare for the annual year-end reporting season, involving a flurry of 10-Ks, proxy statements, governance review and upkeep, and related matters.
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First Circuit Overturns SEC Commissioners’ Sanctions Order

December 15, 2015 | Blog | By Chip Phinney

As we have discussed before, the SEC’s increased use of in-house administrative proceedings in enforcement actions involving allegations of fraud has been a subject of considerable debate.
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Assistant Attorney General Caldwell Provides Guidance on Corporate Compliance Programs

November 5, 2015 | Blog | By Bridget Rohde

In her year and a half as Assistant Attorney General in charge of the Criminal Division, Leslie R. Caldwell has repeatedly emphasized the importance of a company having a compliance program fine-tuned to its specific risks to prevent fraud and corruption and to best position the company in the event that misconduct nonetheless occurs.
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Principal Deputy Assistant Attorney General Mizer Sheds Additional Light on Individual Accountability and the Yates Memo

October 23, 2015 | Blog | By Bridget Rohde

On October 22, 2015, the U.S. Department of Justice Principal Deputy Assistant Attorney General Benjamin C. Mizer, who oversees DOJ’s Civil Division, spoke at the 16th Pharmaceutical Compliance Congress and Best Practices Forum in Washington, D.C.
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ACC Annual Conference Panel: Dual-Track M&A and IPO Pathways

October 12, 2015 | Blog

On Monday, October 19, I’ll be moderating a panel on Strategic Considerations for Navigating a Dual-track M&A and Initial Public Offering Pathway at the Association of Corporate Counsel’s Annual Conference here in Boston.
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