Changes to the UCC Addressing Digital Assets Up for Consideration

It is no secret that buying, using and trading cryptocurrency and non-fungible tokens has become more and more commonplace. Less clear is whether crypto, like Bitcoin or Ethereum, is to be treated as money. Even more of a mystery to regulators and market participants alike is how security interests in digital assets can be perfected—this so that other parties cannot improperly claim ownership. If adopted, a newly proposed Article 12 of the Uniform Commercial Code would address these issues by governing transfers (including sales and financings) of digital assets. (Read More)

Crypto Under a Microscope: President Biden Issues Executive Order Regarding Digital Assets

Cryptocurrency prices continue to hover in the stratosphere, yet volatility remains one of the hallmarks of these digital assets. It’s this instability, along with the consumer protection issues and national security and climate-related risks associated with Bitcoin, Ethereum and the like, that have driven President Joe Biden to action. (Read More)

Proxy Wars: Climate, Diversity Among Top Considerations for Institutional Investors

The securities professionals at Michelman & Robinson, LLP have identified certain policy items of importance to institutional shareholders going into 2022. These policies, flashing brightly on investor radar screens as they consider proxy statements soliciting votes, are set forth below.

In our estimation, public companies—those with significant blocks of institutional shareholders—that fail to pay heed to the guidelines discussed in this post may be unable to secure the proxy votes they need during proxy season and otherwise. As such, it is recommended that annual reports issued and the proxy statements filed by listed companies cover all of the following. (Read More)

GameStop Mania May Trigger SEC Regulation

The headlines at the beginning of this year touting the ever-expanding list of GameStop paper millionaires—Redditors and its WallStreetBets group and others following in their footsteps, who bought the stock well before its meteoric rise to a record closing price of $483 per share—were soon replaced by cautionary tales of millennials who lost it all. Yes, these market players (many young and less than sophisticated investors leveraging the power of the commission-free Robinhood stock trading app) were riding high, at least temporarily, while sticking it to the hedge funds and big time institutional investors that are the subject of their collective ire. (Read More)

Corporate Risk Disclosures in the Wake of the 2020 Election

With the recent changing of the guard in Washington, D.C., and coinciding with annual reporting and proxy season, comes the need for public companies across industries to reassess their risk disclosures—whether included in their registration statements for selling securities or SEC periodic reporting requirements. (Read More)

Read the Fine Print: Congress Imposes New Reporting Requirements Upon Certain U.S. Business Entities

Despite veto drama, the William (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021 (NDAA) was enacted into law, and deep within its 1480 pages is a title—coined the Corporate Transparency Act (CTA)—that establishes new and more stringent reporting requirements. This represents but a small set of robust changes to U.S. anti-money laundering legislation that is part of the NDAA. (Read More)