Monthly Archives: December 2011

SEC Adopts Final Rule on “Accredited Investor” Standard

The Securities & Exchange Commission adopted earlier this month its proposed final rule regarding the standards that are used to determine who is an “accredited investor” and thus able to participate in certain unregistered private placements and offerings. For your reference, here’s a brief roundup of legal updates on the new rule: SEC Adopts Final… Read more »

M&A Advisory: Comprehensive, 400-Page Mergers Publication from Jackson Walker

Buying or selling a closely held business, writes Jackson Walker’s Byron Egan, “typically revolves around an agreement between the buyer and the selling entity, and sometimes its owners, setting forth the terms of the deal.” From that starting point, Egan has written an in-depth, if not comprehensive, analysis of asset acquisitions, how to structure them,… Read more »

Doc of the Day: ISS Outlines New Pay-For-Performance Evaluation Methodology

Just in time for the 2012 proxy season, Institutional Shareholders Services has issued a white paper outlining its new approach to evaluating pay-for-performance in 2012. Ropes & Gray provides an in-depth look at the new methodology, and why public companies should follow it as they design their compensation programs and prepare their proxy disclosures: “A… Read more »

Russia and the WTO: Accession Means Trade Barriers Lowered, IP Protections Raised, More…

“After 18 years of negotiations, on 16 December 2011, Members of the World Trade Organization (WTO) accepted the terms of the Russian Federation’s accession. Russia will officially become a WTO Member 30 days following the ratification of its Protocol of Accession, which will take place before 15 June 2012.” It took nearly 20 years, but… Read more »

Doc of the Day: Preparing for an IPO

Jackson Walker’s comprehensive overview of the preparations and process of an initial public offering: “IPO steps include the following:The company must select an underwriting team to manage the public offering of securities; the underwriters will undertake due diligence and negotiate an underwriting agreement that is reviewed by FINRAThe company must complete an audit of its… Read more »

Around The World In 8 Updates: Legal Guides to Doing Business Abroad

For your reading interest, eight articles on establishing and doing business in different jurisdictions across the globe. A trip around the world, if you will, in legal commentary and analysis: Albania “As employers increasingly look to expand their global reach, the countries of Central and Eastern Europe continue to provide attractive opportunities for entrepreneurs. Effectively… Read more »

Drug and Medical Device Makers Required to Report Financial Relationships with Doctors Thanks to Proposed “Sunshine…

Turn to the left and cough, from Is That Legal?: On December 14, 2011, the Centers for Medicare & Medicaid Services (CMS) announced its proposed Sunshine Law provisions of the Affordable Care Act, which will require device and drug makers covered by federal health care programs to report financial relationships with doctors and teaching hospitals.… Read more »

IRS to Dual Citizens: It’s Time to Come Clean (re FATCA, FBAR and Other Foreign Tax Reporting)

Just in time for the 2011 tax season, here’s a roundup of recent legal updates that address tax reporting requirements – and penalties for non-compliance – for US dual citizens with foreign income and financial assets: IRS Issues Fact Sheet Providing Information on Federal Income Tax Return and Foreign Bank Filing Requirements – Potential Penalties… Read more »

SEC Limits Confidential Draft Filings by Non-US Issuers – Legal Roundup

The Securities and Exchange Commission’s Division of Corporation Finance recently announced that foreign private issuers considering accessing US capital markets will no longer be able to submit draft filings on a confidential basis. Historically, non-US issuers were allowed to seek out and respond to SEC staff comments on draft filings before publicly declaring their intentions… Read more »

The Fracking Debate: Legal Perspectives on Hydraulic Fracturing

Earlier this month, the Environmental Protection Agency released a draft study linking fracking, a controversial process of drilling for natural gas, to contaminated well water in Wyoming. It’s the first time the EPA has found any connection between the practice of hydraulic fracturing (aka ‘fracking’) and groundwater contamination, and the preliminary results of the study… Read more »

California Transparency in Supply Chains Act Takes Effect January 1, 2012

“… covered retailers and manufacturers must, at a minimum, disclose to what extent, if any, the retailer, seller or manufacturer does each of the following: 1. Engages in verification of product supply chains to evaluate and address risks of human trafficking and slavery. The disclosure shall specify if the verification was not conducted by a… Read more »

Doc of the Day: EU imposes further sanctions against Syria (with more likely to come)

White & Case’s overview of recently enacted EU sanctions against Syria: On 1 December 2011, the Council of the European Union (EU) considerably expanded its existing regime for economic sanctions against Syria when it adopted Council Decision 2011/782/CFSP which introduces or strengthens sanctions applicable to telecoms, oil & gas, electric power plants and the financial… Read more »