Recently, I came across this blog posting by Professor Larry Ribstein at the University of Illinois College of Law that discusses the role of Nevada in the market for corporate charters. He discusses this this article in Boardmember.com and a more...
Recent Posts
As reported by Broc Romanek on May 24, 2011 in The Proxy Season Blog, the United Brotherhood of Carpenters and Joiners of America recently filed a petition for rule making with the Securities and Exchange Commission. The Carpenters would like to see...
On Wednesday, the Securities and Exchange Commission proposed rules disqualifying felons and other "bad actors" from Rule 506 offerings. In 2007, I submitted this comment letter arguing, among other things, that the SEC should not impose mandatory...
In a 3-2 vote yesterday, the Securities and Exchange Commission approved final rules implementing the whistleblower provisions of Section 21F of the Securities Exchange Act of 1934.
SB 861 in Suspense
When the Securities and Exchange Commission was considering the adoption of its say-on-pay rules, I submitted this comment letter recommending that issuers be given flexibility to adopt voting procedures that they determine to provide the most...
Last Friday, I wrote in this post about a recent Nevada Supreme Court decision that provides a modicum of guidance on how "fair value" is to be determined for purposes of Nevada's dissenters' rights law.
Recently, the Nevada Supreme Court answered several questions concerning how to determine the "fair value" of shares under Nevada's dissenters' rights statutes (found in NRS Chapter 92A). American Ethanol, Inc. v. Cordillera Fund, L.P. (May 5,...
In 1997, I testified at an oversight hearing before the United States Senate Banking, Housing & Urban Affairs Committee regarding securities litigation abuses. At the time, Congress was considering whether to enact legislation to stop plaintiffs...
