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Category Archives: SEC / Regulatory

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Rooting Out Conflict Minerals

If your company manufactures consumer electronics, avionics, or any product incorporating even trace amounts of gold, coltan, cassiterite, or wolframite— including their derivatives, tantalum, tin, and tungsten—you may need to ask how well you know your conflict minerals story. Under Dodd-Frank, public companies may soon be required to report on their use of any of… Continue Reading

SEC: The New Cyber-Cop

It seems scarcely a week goes by without a headline blaring news of a major cybersecurity breach. And with ongoing revelations about the data-tracking activities of the National Security Agency, the public isn’t growing less concerned about privacy. So it’s no surprise Congress has pressed the Securities and Exchange Commission on cybersecurity. What does that mean… Continue Reading

No Billboards, Please

Companies intending to seek funding under the JOBS Act’s crowdfunding provision gained a seeming advantage in September when the SEC removed its ban on the general solicitation or advertising of certain types of private placements. But this may be less promising than it sounds, says Palo Alto-based Morrison & Foerster corporate and securities partner Timothy… Continue Reading

SEC Issues Proposal on Crowdfunding

On October 23, The Securities and Exchange Commission voted to propose rules under the JOBS Act to permit companies to offer and sell securities through crowdfunding. Crowdfunding describes an evolving method of raising capital that has been used outside of the securities arena to raise funds through the Internet for a variety of projects. Title… Continue Reading

Crowdfunding: Caveat Emptor?

How different are the markets for crowdfunding—an emergent online platform for raising small sums from multiple investors—in the U.S. and the U.K? “While Title III of the JOBS Act would establish an SEC exemption for crowdfunding, the SEC has yet to propose or adopt implementing rules,” says Washington, D.C.-based Morrison & Foerster partner David Lynn. “Absent… Continue Reading

Stop Insider Tweeting!

Feds eye social media for securities shenanigans As financial institutions and investors turn to social media to instantly share snippets of news and potential clues about market trends, the FBI and SEC are monitoring such postings for evidence of insider trading and improper investment information. Companies must comply with pre-Internet federal securities laws covering antifraud,… Continue Reading

Internal Investigations: Best Practices

An internal investigation is any effort to gather and analyze facts to help make a decision. Morrison & Foerster managing partner Craig Martin has overseen more than a dozen such efforts. His advice: Understand the purpose of the investigation and how you will use the findings before you start. Reassess scope as the investigation proceeds. … Continue Reading

Maintaining Control When Shareholders Are Virtual

Amid shareholder demands for greater engagement, Internet-based annual meetings may enhance accessibility and save costs. Registered participants can follow presentations, ask questions, and exercise real-time voting. But virtual shareholder meetings may pose “greater risks of surprises,” especially on contentious issues, since shareholders may be less deferential while sitting shrouded at their home or office, says… Continue Reading

Startups, Accelerated

The new JOBS Act gives fast-growers a streamlined path to capital. Capital is the lifeblood of a growing tech company, and today access to that capital in the U.S. is improving thanks to recent regulatory and legislative initiatives. Growing tech companies now have an array of new alternatives to consider. In a rare show of bipartisan congressional… Continue Reading

Who’s in Charge Here?

Executives face liability for crimes they don’t know about  Legal principles traditionally shield corporate officers and employees from criminal liability for violations by their companies in which they did not take part.  An exception is the Responsible Corporate Officer Doctrine, or RCOD, which holds executives criminally liable for corporate activities that occur on their watch—even if… Continue Reading