Get updates by email

Select Specific Blog Updates

Paul Zimmerman
pzimmerman@mrllp.com
310.299.5500

Showing 9 posts in Corporate & Securities.

Corporate & Securities
Photo of M&R Blog

 erkcbvd © depositphotos.com

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 & Securities
Photo of M&R Blog

Qingwa © depositphotos.com

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)

Corporate & Securities
Photo of M&R Blog

svetas © depositphotos.com

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)

Corporate & Securities
Photo of M&R Blog

CFTC Issues Guidance on Corporate Compliance Programs

The mission of the Commodity Futures Trading Commission (CFTC) is crystal clear: “to promote the integrity, resilience, and vibrancy of the U.S. derivatives markets through sound regulation.” And with recent guidance that, as of this writing, will soon be included in the CTFC’s enforcement manual, the agency has taken another step towards achieving its stated objective. (Read More)

Photo of M&R Blog

Qingwa © depositphotos.com

SEC Relaxes Federal Proxy Rules for Annual Meetings

The Securities and Exchange Commission recently issued an order granting certain companies relief from complying with some federal proxy rules for annual meetings in light of health, transportation and other logistical issues raised by the spread of COVID-19.

Under Section 12 of the Exchange Act of 1934, as amended, when issuers solicit proxies from their shareholders, they are required to follow the proxy rules, including delivery of proxy materials (e.g., proxy statements and proxy cards). The SEC’s order allows all issuers to change the date, time and location of their annual meetings without having to strictly comply with applicable delivery requirements. (Read More)

Corporate & Securities
Photo of M&R Blog

VadimVasenin © depositphotos.com

5 Key Considerations When Starting Your Cannabusiness

The estimate is staggering: $30,000,000,000. That’s a lot of zeros and a forecast of annual legal cannabis sales by 2025—this as more and more states legalize marijuana for medical or recreational use. No question, the cannabis business is booming, which is something of a given. Less obvious is what you, as a budding cannabusiness entrepreneur, should consider in making cannabis your business. Toward that end, there’s a broad range of issues to think about. (Read More)

Corporate & Securities
Photo of M&R Blog

Wavebreak Media Ltd

New California Law Seeks to Close the Corporate Gender Gap, But Is It Constitutional?

Think of California and you’re likely to conjure up images of palm trees, movie stars, surfers, the Golden Gate Bridge and maybe even In N Out Burger. But what the Golden State is perhaps best known for is its progressivism. Time and again, causes that take root in California are often precedential, which explains the adage: as California goes, so goes the nation.

Enter Senate Bill 826. Recently signed by Governor Jerry Brown, the law requires publicly held, California corporations to have in place at least one female board member. These companies have until December 31, 2019 to comply, and then in 2021, additional measures kick in – when boards with five or more seats will be required to include at least two female directors. The failure of corporations to abide by the new rule comes with a notable price tag – fines from $100,000 to $300,000 can be imposed. (Read More)

Corporate & Securities
Photo of M&R Blog

Maria Kraynova © 123RF.com

Mind If I Take a Seat: Shareholder vs. Board Votes in Venture Capital Transactions

Seats on a board of directors are, no doubt, coveted. In fact, when investing venture capital into a company through an equity financing, VC investors often negotiate to receive one or more board seats for themselves or their designees. Additionally, these investors frequently require that specified matters not be pursued by the company without board approval (including approval by the VC’s board designees). To a large degree, angling for a board presence and mandating board approval makes sense to the extent doing so grants the VC investors a greater level of control and serves to protect their investment. But to what degree should important business decisions be taken, by default, at the board level? And when might it be a better practice to put certain company actions to a shareholder vote? (Read More)

Corporate & Securities
Photo of M&R Blog

venimo © 123RF.com

M&R Expands Breadth of Expertise with Crowdfunding Practice

Crowdfunding is the practice of raising monetary contributions for a business or venture from a large number of investors via the Internet. Since 2010, crowdfunding has experienced explosive growth, and become a $5 billion industry. $5 billion industry and are gaining investor acceptance—offering developers and owners a new way to finance projects, and start-up entrepreneurs an inexpensive way to raise capital. (Read more)