On June 17, 2024, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of a developer’s “loan-to-own” claims against a bridge lender. As we reported in previous editions (here and here), after Georgia-based...more
By now you have probably heard of the Federal Trade Commission (FTC)’s rule to ban most post-employment non-compete agreements... While much of the conversation has naturally focused on the rule’s significant impact on...more
One of the keys of successful private equity investing is properly aligning the economic incentives and interests of the sponsor and its portfolio companies’ management teams as they evolve over time....more
On November 22, 2023, the SEC postponed its new share repurchase disclosure rules in response to an adverse decision by the Fifth Circuit Court of Appeals in a case challenging those rules under the Administrative Procedure...more
To provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary resources....more
On December 13, 2023, the Securities and Exchange Commission (SEC) voted (4-1) to adopt new requirements under the Securities Exchange Act of 1934 (Exchange Act), which will restructure the clearance and settlement of...more
On December 19, 2023, the US Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC) share repurchase disclosure rules, which were adopted in May 2023 and became effective on July 31,...more
On December 19, the U.S. Court of Appeals for the Fifth Circuit filed an order vacating the Securities and Exchange Commission's (SEC) share repurchase rule. This action officially kills the share repurchase rule, at least...more
On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Share Repurchase Disclosure Modernization rule (Repurchase Rule) that was adopted by the U.S. Securities and Exchange Commission (SEC) in May...more
On November 22, 2023, the US Securities and Exchange Commission (SEC) issued an order postponing the effective date for the new share Repurchase Rule (88 Fed. Reg. 36002 (June 1, 2023)) pending further SEC action. The SEC’s...more
On November 22, the Securities and Exchange Commission (SEC) issued an order postponing the Share Repurchase Disclosure Modernization Rule (the Repurchase Rule). The SEC’s announcement followed the U.S. Court of Appeals for...more
As a result of a recent decision by the Fifth Circuit Court of Appeals, the SEC’s previously adopted Share Repurchase Disclosure Modernization Rule has been put on hold. While the SEC may appeal the final decision (if and...more
On November 22, the Securities and Exchange Commission (SEC) issued an order postponing the Share Repurchase Disclosure Modernization Rule (the Repurchase Rule). The SEC’s announcement follows the U.S. Court of Appeals for...more
Several years ago, the U.S. Securities and Exchange Commission (SEC) issued an order against a public company that raised more than a few eyebrows. In that order, the company settled to violations of Section 13(b)(2)(B) of...more
On November 22, 2023, the Securities and Exchange Commission (SEC) issued an order to stay the effective date of its Share Repurchase Disclosure Modernization rules adopted in May 2023. The rules, which became effective on...more
On November 22, the Securities and Exchange Commission (SEC) stayed the recently enacted Share Repurchase Disclosure Modernization Rule (Repurchase Disclosure Rule) pursuant to section 705 of the Administrative Procedure Act...more
On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) issued an order postponing the effective date (the “Postponement”) of the Share Repurchase Disclosure Modernization rule (the “Repurchase Rule”), which...more
On November 22, 2023, the SEC issued an order postponing the effective date of rules that would require issuers to include detailed disclosures in periodic reports related to their share repurchases (the “Repurchase Rule”)....more
The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more
On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it issued an order postponing the effective date of the share repurchase disclosure rule (Repurchase Rule).[1] The Repurchase Rule was...more
A federal appeals court has directed the Securities and Exchange Commission (SEC) to rework certain regulatory amendments, adopted in May 2023, requiring public companies to provide enhanced disclosures on repurchases of...more
On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce v. SEC that the SEC acted arbitrarily and capricious, in violation of the Administrative Procedure Act, when it adopted the new share repurchase disclosure...more
In an opinion issued on October 31, 2023, a three-judge panel of the United States Court of Appeals for the Fifth Circuit found that the U.S. Securities and Exchange Commission (SEC) acted “arbitrarily and capriciously” in...more
When the Securities and Exchange Commission proposed to adopt a rule a rule requiring issuers to report day-to-day share repurchase data once a quarter and to disclose the reason why the issuer repurchased shares of its own...more
Adverse tax issues can arise for physicians and other professional practice groups interested in issuing equity to attract and retain junior physicians. If equity is issued at below fair market value, the new equity owner...more