Claw Backs And Preemption

Last week, the Securities and Exchange Commission announced that it was reopening the comment period on proposed rules for listing standards for the recovery of erroneously awarded compensation.   One issue that I doubt that they are looking for is...

California Lags Behind The SEC In Permitting Testing Of The Waters In Regulation A Offerings

In 2015, the Securities and Exchange Commission adopted amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act.  One significant enhancement to Regulation A was to permit...

Qualification Of Offers And Sales Of Non-Voting Common Stock Is No Snap In California

In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share.  The gross proceeds of the offering to the company and...

Magistrate Judge Rules SEC's Attorney-Conduct Rules Preempt State Law

Last December, Chief Magistrate Judge Joseph C. Spero ruled that the SEC's attorney-conduct rules preempt California's statutory and professional rules requiring attorneys to maintain inviolate the confidences.  Wadler v. Bio-Rad Laboratories,...

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