Strictly Business
A legal blog on private funds, startups, and venture capital.
Strictly Business
A legal blog on private funds, startups, and venture capital.
Category General Business Law
When does a deal involve securities regulation? Part 2: The “Howey” Test
This post is the second in a series exploring when securities laws impact business transactions. In my previous post, I provided a general overview of the definition of a “security” under federal securities laws. The Securities Act of 1933 provides…
When does a deal involve securities regulation? Part 1: Introduction
Business owners and attorneys without a securities background will often engage in transactions that, while on first blush do not involve securities regulation, but actually are a securities transaction, and thus subject to federal and state securities laws. For instance,…
Does a negative “Say on Pay” vote trigger a breach of fiduciary duty claim?
The Dodd-Frank Act, passed in 2010, includes the so-called “Say on Pay” provision for publicly traded companies. This provision requires that, at least once every three years, the shareholders of a publicly traded company must vote on its executive compensation…
Do managers of Delaware LLCs have the same fiduciary duties as directors of Delaware corporations?
Recently, the Delaware Court of Chancery issued a ruling on the question of whether a manager (or managing member) of a Delaware limited liability company owes fiduciary duties to the company and its members. The court ruled that it does.…
Working Effectively with Your Lawyer: Don’t “Recycle” Legal Work
Recycling is generally considered a good thing when it comes to trash. It helps the environment and conserves resources. However, in the context of legal work, it is not such a good thing. Of course, when I use the word…