LexisNexis® Legal Newsroom
Where Are You From? 2012 Edition Part I

Happy New Year to all! I will work soon on my annual New Year's wish list, which sadly will look much like last year's list! In any event, I wanted to provide my annual review of you, my faithful blogees, in letting you know who your fellow readers are and where they come from. As I have mentioned...

Chinese Company Accuses Nasdaq of Racism

Greetings from somewhere above the Midwest on my way to speak at the OneMedPlace conference in San Francisco this week, with the latest RM news. Barron's reports that a lawsuit was filed this past Thursday against Nasdaq by CleanTech Innovations (CTEK) which was delisted from Nasdaq over a year...

Chinese Company Accuses Nasdaq of Racism

Greetings from somewhere above the Midwest on my way to speak at the OneMedPlace conference in San Francisco this week, with the latest RM news. Barron's reports that a lawsuit was filed this past Thursday against Nasdaq by CleanTech Innovations (CTEK) which was delisted from Nasdaq over a year...

Facebook IPO: No Perfect Way to Go Public

All of the regulators' efforts to rein in actual and perceived abuses in reverse mergers and other IPO alternatives have rested on a somewhat flawed assumption: that an IPO is the gold standard method of going public techniques and that all companies should strive to be "IPO-worthy" as...

Senate Introduces Startup Act 2.0 to Help Early Stage Companies

A bipartisan group of US Senators on Tuesday announced the introduction of a bill known as Startup Act 2.0. The actual draft bill is not available yet so this brief summary comes from the Senators' press release. The focus appears to be on companies less than 5 years old, which the release notes...

WSJ on #JOBSAct and Shells

On Monday, the Wall Street Journal reported that one of the apparently unintended consequences of the Jumpstart our Business Startups (JOBS) Act is that shells and SPACs can designate themselves as emerging growth companies with scaled back disclosure and no auditors to attest to your financial controls...

Entrepreneur’s Tip of the Week: Find Your “Me” Time

I have represented or worked with hundreds of entrepreneurs over the decades. I also am one, having bought and sold businesses and built my law practice. I find that many entrepreneurs are workaholics or just plain hard workers. The problem is they burn out or become resentful of the business if it takes...

More on Chairman Issa and Projections

As mentioned below, House Oversight Committee Chair Darrell Issa sent a letter recently to SEC Chairman Mary Schapiro requesting information about IPOs. One of his concerns was the rules about disclosing forward-looking information, including projections about future financial performance. In the...

What Will Regulation S-K Study Show?

As we know, the SEC is required by the Jumpstart our Business Startups (JOBS) Act to conduct a study of the key disclosure regime of the Securities Exchange Act of 1934, contained in Regulation S-K. Pretty much every SEC filing connects you to disclosure requirements in S-K, whether for public offerings...

Reg D Proposals Soon?

As we know, the Jumpstart Our Business Startups (JOBS) Act requires the SEC to promulgate new rules to eliminate the ban on general solicitation and advertising in Regulation D private offerings, so long as only accredited investors ultimately purchase in the offering. This is a very dramatic change...

Flash: SEC Brings $6MM Fraud Claim vs. “Footnote 32″ Shell Operators

In what I believe is the first real case of its kind, the SEC has brought an enforcement case against six individuals, claiming that they created 15 bogus shell companies between 2006 and 2011 and earned $6 million in the process. In its press release, the SEC said the team set up companies pretending...

Is The Time Ripe for a Finder’s Exemption to SEC Broker-Dealer Registration?

The current issue of The DealFlow Report highlights the continuing effort of the American Bar Association to pressure the Securities and Exchange Commission to develop a method for intermediaries in securities transactions who are not registered broker-dealers to "come out of the shadows" and...

Double Check Those Legal Opinions

The DealFlow Report last week brings us the story of another attorney accused of issuing false legal opinions to get restrictive legends removed from stock certificates where the shares allegedly were not registered, nor was an exemption from registration available which would have permitted the removal...

PCAOB Starts Observation of Chinese Audits

Reuters and The Reverse Merger Wire are reporting that the Public Company Accounting Oversight Board (PCAOB), which regulates auditors of US public companies, has gone through its first round of observations of Chinese regulators' reviews of auditors in China. For several years the Chinese regulators...

CA4 on INA Sec. 360: Patel v. Napolitano

"Kamal Patel, a permanent resident alien and federal inmate, appeals the dismissal of his action under 8 U.S.C. § 1503(a) for a judgment declaring him a United States national. Patel alleges that he is a United States national because he applied for citizenship, registered for the Selective...

CA1 on CIMT, Modified Categorical Approach: Patel v. Holder

"In 2003, petitioner Nupur Patel pled guilty to conspiracy-to-commit-larceny charges stemming from a scheme in which he stole from the dorm rooms of his college classmates. As a result, an Immigration Judge (IJ) and the Board of Immigration Appeals (BIA) found that Patel, at the time a lawful permanent...

CA6 on Standing: Patel v. USCIS

"Disembodied notions of statutory purpose cannot override what the statute actually says. What § 1153(b)(3) says is that the alien, ultimately, is the one who is entitled to the employment visa. The alien’s interest in receiving it is therefore within the zone of interests protected or...