S.E.C. Takes a Harder Line on Admissions of Guilt
Posted By: Gregory K. Bader Earlier this month, the S.E.C. changed its long standing practice of allowing defendants of securities violations to “neither admit nor deny” criminal wrongdoing. This...
View ArticleNew MD&A guidance for smaller financial institutions
Posted By: Gregory K. Bader The SEC Division of Corporate Finance recently issued guidance to smaller financial institutions concerning Management’s Discussion and Analysis and accounting policy...
View ArticleThe race is on: JOBS Act allows smaller banks, companies to go private
Posted By: Gregory K. Bader With the passing of the Jumpstart Our Business Startups (JOBS) Act, the thresholds for whether a company must be public changed dramatically. This is particularly true for...
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SEC grants accelerated approval of new FINRA private placement rules
Posted By: Gregory K. Bader Bowing to industry pressure, FINRA has adopted vastly scaled back private placement requirements under FINRA Rule 5123. Originally proposed in October 2011, the proposed...
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Banks going dark under the new JOBS Act may have to wait
Posted By: Gregory K. Bader Just when it appeared that small banks and their holding companies could simply go private or “go dark” under the new rules in the Jumpstart Our Business Startups (JOBS)...
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Securities Law 101 (Part II): Avoiding the pitfalls in a private placement
Posted By: Gregory K. Bader This is the second part of our Securities Law 101 series. Because capital raising is such a critical function for emerging start-up companies, we designed this series to...
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Regulation A+: Raise the capital you need without the hassle or expense
Posted By: Gregory K. Bader Regulation A+, one of the most overlooked provisions of the JOBS Act, promises to be the best new way for private companies to raise money without the headaches of going...
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Has stock returned as the currency of choice in mergers and acquisitions?
Posted By: Gregory K. Bader Cash may be king, but the use of stock to buy a target company can be very advantageous. The practice of using stock to purchase a target company never really went away,...
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Securities Law 101 (Part III): Watch your mouth! Regulation FD’s impact on...
Posted By: Gregory K. Bader This is the third part of our Securities Law 101 series. Because capital raising is such a critical function for middle market companies, we designed this series to...
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Separating the Positions of CEO and Chairman: The Debate Rages On
Posted By: Gregory K. Bader Are the CEO and the Chairman of the Board the same executive at your company? While there can be very good reasons to have these positions held by the same person, the...
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Dell shines a light on the risks of going private
Posted By: Gregory K. Bader So you are set on taking your company private. Well, before you put your plans in motion, there are a lot of risks and potential consequences to consider along with the...
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Securities Law 101 (Part V): Issuing shares of stock for mergers and...
Posted By: Gregory K. Bader This is the fifth part of our Securities Law 101 series. Because capital raising is such a critical function for middle market companies, we designed this series to...
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New SEC Chair: Mary Jo White
Posted By: Gregory K. Bader The mission of the U.S. Securities and Exchange Commission (“SEC”) is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation....
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Continued increased enforcement of Foreign Corrupt Practices Act (FCPA) shift...
Posted By: Gregory K. Bader The Foreign Corrupt Practices Act (“FCPA”), enacted to deter bribery and other corrupt practices in the conduct of international business, originally claimed jurisdiction...
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Uniform fiduciary standard for broker-dealers and investment advisers?...
Posted By: Gregory K. Bader When managing investments and strategies for personal financial goals, retail investors often seek guidance from their investment advisers, and on an increasing basis, from...
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It was me! SEC to toss “neither admit nor deny” policy in certain cases
Posted By: Gregory K. Bader SEC Chair Mary Jo White has indicated that the SEC will require that, in certain cases, admissions be made as a condition of settling rather than permitting the defendant to...
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Protect your Board from merger and acquisition lawsuits with these five...
Posted By: Gregory K. Bader For a board of directors of a company, perhaps no decision is as important (and litigious) as the sale of the company in a change-of-control transaction. Shareholder...
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Publicly Traded Banks Illustrate the Side Benefits of EDGAR
Posted By: Gregory K. Bader Did you know that banks can go public and trade on Nasdaq and not have to file reports on the SEC’s EDGAR filing system? Well, they can, but it may not be such a good...
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Volcker Rule exception for trust preferred securities: A break for banks or a...
Posted By: Gregory K. Bader Photo by Patrik Jones In a joint press release issued on January 15, 2014, five federal agencies indicated their approval of an interim final rule to permit banking entities...
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Bank Secrecy Act: Broker-Dealers Must Also Comply
Posted By: Gregory K. Bader Generally speaking, the Bank Secrecy Act (“BSA”) requires financial institutions in the United States to assist U.S. government agencies to detect and prevent money...
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