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Under the Securities Act of 1933 (1933 Act), all securities offerings must be registered with the SEC unless there is an exemption. Registering securities is a costly and time-consuming...

In United States v Jindal, the Court found that the DOJ indictment could stand only if it alleged a per se violation of the Sherman Act. The judge concluded that a wage-fixing agreement is simply a form of price-fixing agreement, and is thus illegal per se.

In Pirani v. Slack Technologies, Inc.,1 a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a direct listing—in which pre-existing shares are sold to the public without underwriters.

On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct...

A major U.S. cryptocurrency exchange recently disclosed its receipt of a Wells Notice from the SEC, which threatened charges for violating Section 5 of the Securities Act in connection...

A major U.S. cryptocurrency exchange recently disclosed its receipt of a Wells Notice from the SEC, which threatened charges for violating Section 5 of the Securities Act in connection...

Tuesday, May 4, 2021 Section 311 of the California Corporations Code authorizes the creation of one or more committees.  Unlike Delaware, a committee of the board must have two or more members.  The board of directors may vest all of the authority of the board in a committee except with respect to seven specified actions.  One of these actions is authorization of a distribution to the corporations shareholders. Because Section 166 defines "distribution to its shareholders" to inclu...

To embed, copy and paste the code into your website or blog: Section 311 of the California Corporations Code authorizes the creation of one or more committees.  Unlike Delaware, a committee of the board must have two or more members.  The board of directors may vest all of the authority of the board in a committee except with respect to seven specified actions.  One of these actions is authorization of a distribution to the corporations shareholders. Because Section 166 defines "distribution...

To print this article, all you need is to be registered or login on Mondaq.com. On April 20, 2021, the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities class action against an information technology security company (the “Company”), its chief executive officer, and Board of Directors (the “Directors”), alleging that a proxy statement issued in connection with a sale of the Company violated Sections 14(a) and 20(...

To embed, copy and paste the code into your website or blog: Writing for DealLawyers.com, John Jenkins yesterday took note of the Delaware Court of Chancerys decision in  Pettry v. Gilead Sciences, (Del. Ch.; 11/20).  Quoting this Cleary Gottlieb blog, John observes that Pettry "introduces a new element of risk that companies need to consider when considering their response to these requests – the possibility of an award of attorneys’ fees to the plaintiff". That risk has existed under C...