A legal blog on private funds, startups, and venture capital.
A legal blog on private funds, startups, and venture capital.
This post is the third in a series exploring when securities laws impact business transactions. In my previous posts, I provided a general overview of the definition of a “security” under federal securities laws. One of the categories of investments…
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…
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,…
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…
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.…
