Today I’m participating in a corporate governance workshop at the Los Angeles County Bar Association’s Securities Regulation Seminar. Not being one to speak from anything other than the most cryptic and hastily-scrawled notes, I have no presentation to post. However,...
Fri, 1 Jul 2005 5:58:41 PDT
With distance comes perspective. For instance, before my vacation from Corp Law Blog I was leaning towards the view that the Sarbanes-Oxley/Spitzer response to a few aberrant cases of financial fraud was getting a little heavy-handed and hysterical. Then, when...
Fri, 1 Jul 2005 5:58:41 PDT
The phone started ringing this morning. "You're on the cover of Southern California Super Lawyers -- The Rising Stars Edition! Well, not you, they reserved the photo for a much more photogenic attorney, meaning someone who doesn't look like an...
Fri, 1 Jul 2005 5:58:41 PDT
When you refer to the Securities Act of 1933, do you write "Securities Act of 1933, as amended?" If so, what do you accomplish by appending "as amended?" When you use the words "as amended," do you mean as it...
Fri, 1 Jul 2005 5:58:41 PDT
Last month Richard Scrushy's attorneys filed their much anticipated challenge to Section 906 of the Sarbanes-Oxley Act of 2002. For Corp Law Blog's carefully managed build-up to this great event, see "Scrushy to SOX: 'You're Illegal!'" and "Scrushy to SOX:...
Fri, 1 Jul 2005 5:58:41 PDT
Once upon a time, the federal securities laws had the parochial goal of ensuring that companies provided investors with information material to investment decisions. These days those laws are spreading their wings to accommodate all sorts of goals. Earlier this...
Fri, 1 Jul 2005 5:58:41 PDT
On December 31, 1982, MacAndrews and Forbes Group acquired a little over 82% of Technicolor at $23.00 per share, and soon afterwards acquired the rest of the shares by a cash-out merger at the same price. Holders of 201,200 shares...
Fri, 1 Jul 2005 5:58:41 PDT
In "What Weblogs Can Do For You" (Illinois Bar Journal), Evan Schaeffer takes some shots at Corp Law Blog:Mike O'Sullivan's Corp Law Blog is as well written as any legal magazine. [faint praise, indeed] The blog's focus is suggested by...
Fri, 1 Jul 2005 5:58:41 PDT
In late April, Massachusetts Representative Barney Frank introduced a bill to eliminate stock options for executives and directors. Frank's "Executive Stock Option Profit Recapture Act (H.R. 4208)" (PDF) would achieve this result indirectly by limiting gains on the exercise of...
Fri, 1 Jul 2005 5:58:41 PDT
The four horsemen of corporate law? These days they're the '33 Act, the '34 Act, the Sarbanes-Oxley Act and the Martin Act. New York's Martin Act is a fierce sword of uncertainty when wielded by New York Attorney General and...
Fri, 1 Jul 2005 5:58:41 PDT
Recently while engaging in some particularly deep legal research, I came across the earliest-known version of New York's Martin Act:102. If a merchant entrust money to an agent (broker) for some investment, and the broker suffer a loss in the...
Fri, 1 Jul 2005 5:58:41 PDT
A few months ago I penned a paean to the SEC's website (see "A Random Walk Through the SEC's Website"), gushing that it was the most "essential corporate law source of them all." At the time, I figured I'd soon...
Fri, 1 Jul 2005 5:58:41 PDT
Yesterday the SEC announced that it adopted new 8-K reporting rules previously proposed in June 2002. Although initially proposed before the Sarbanes-Oxley Act passed, the new rules are intended to respond to Section 409 of the Act, which requires public...
Fri, 1 Jul 2005 5:58:41 PDT
Yesterday the House Committee on Financial Services announced that it had approved the Securities Fraud Deterrence and Investor Restitution Act (H.R. 2179). The committee print of H.R. 2179 and the various amendments offered at yesterday's hearing can be viewed here....
Fri, 1 Jul 2005 5:58:41 PDT
Last month Sports Illustrated reprinted an excerpt from Pete Rose's quasi-semi-sorta-confessional book My Prison Without Bars. The baseball part of my brain started reading the excerpt, but the corp law part of my brain took over when I got to...
Fri, 1 Jul 2005 5:58:41 PDT
