Boilerplate Risk Factors - Is Nicolai Ivanovich Lobachevsky To Blame?

A recent paper by four law professors takes a look at risk factor disclosures in Form 10-Qs and 10-Ks filed by 3,000 firms from January 2020 through the end of 2023.  Stephen Choi, Mitu Gulati, Xuan Liu, and Adam Pritchard, Covid-19 Risk Factors and...

Judge Orders Attorneys Who Failed To Discern The Difference Between "May Not" And "Does Not" To Attend School

Nearly a dozen years ago, I wrote a lengthy post on the meanings of "shall" and "will".  In that post, I noted that "shall" is sometimes used, particularly in Bylaws, to mean "may".   I did not consider whether "may" could mean "does".  

SEC Adopts Meaningless And Ambiguous "Reasonably Likely" Standard In New Cybersecurity Incident Disclosure Rules

The Securities and Exchange Commission yesterday adopted new rules requiring registrants to disclose on Form 8-K any cybersecurity incident which they determine to be material. The new Item 1.05 of Form 8-K requires description of the material...

Staff Addresses Family Trusts With Multistate Trustees

When the Securities and Exchange Commission two years ago proposed amendments to Rule 147 and adoption of Rule 147A, I commented on an issue that I foresaw with respect to family and other non-business trusts: