The following companies are subject to the continuous reporting requirements of the Exchange Act. A. Any company with securities registered under the Exchange Act (referred to as Section 12 companies) and B. Any issuer who has had a registration... Read More

Two recent enforcement actions, one by the Securities and Exchange Commission ("Commission") against Consulting Services Group, LLC (“CSG”), an investment adviser, and one by the Financial Industry Regulatory Authority (“FINRA”... Read More

In Weissman v. Nat’l Ass’n of Sec. Dealers, Inc. the U.S. Court of Appeals for the Eleventh Circuit held that NASD and NASDAQ were not entitled to absolute immunity from civil damages claims challenging certain alleged for-profit, commercial... Read More

Various types of transactions may implicate the tender offer rules, including acquisition transactions, debt or equity repurchases and certain debt restructurings. As such, practitioners should have a general familiarity as to what may constitute a tender... Read More

During the cacophony of a Friday evening happy hour at a crowded bar in downtown Washington, D.C. not too long ago, I could not help but overhear a loud conversation between a man and woman standing next to me. Being in the nation's capital, it was... Read More

Securities transactions are subject to regulation under both federal and state law. Since the federal securities laws are based on Congress' power to regulate interstate commerce, they generally apply only to transactions involving "the use of... Read More

Situation: As a result of Sarbanes-Oxley, the Securities and Exchange Commission (SEC) is required to review systematically the filings for all public companies, including the 10-K, and began doing so in 2004. During a review process, the SEC may issue... Read More

An "initial public offering" (IPO) is typically used when a business decides to "go public" to raise capital by offering ownership interests in the company to the public at large. The federal securities laws require the company to... Read More

SUMMARY : Since the 2000 Electronic Release, company Web sites have progressed to include blogs, shareholder forums and a variety of other information of interest to investors -- information produced both by the company and third-parties. The release... Read More

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is a dynamic disclosure vehicle that adapts to meet changing regulatory concepts and internal and external developments affecting a company... Read More

Reminiscent of the 1980s, the heydey of Wall Street protagonist Gordon Gekko, along with real-life Wall Street insiders (and eventual felons) Ivan Boesky and Michael Milkin, who mesmerized the securities industry, today's equity markets are soaring... Read More

The Securities Act of 1933, as amended (the "Securities Act"), prohibits anyone from publicly selling or offering to sell any security unless that security is the subject of a registration statement that has been declared effective by the Securities... Read More