Starting a new business? The U.S. Bureau of Labor Statistics indicates that 20% of new businesses fail in the first two years, and that 45% fail in the first five years. As daunting as those figures may seem, there are measures you can take to avoid having your new...
Corporate & Securities
Corporate Transparency Act Revisited: Businesses Need to Prepare as Final Rule Takes Shape
Back in February, we issued a three-part series on the Corporate Transparency Act (CTA). The series of articles outlined the details and implications of the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) Dec. 8, 2021 rule proposal to...
The Importance of How You Announce Your Company’s M&A Deal
The mergers and acquisition process is often heavily burdened with regulations, complications and minute details for both the selling and acquiring companies’ leaders, lawyers and accountants, just to name a few of the involved parties in a deal. Many deals fall apart...
Ohio’s Top Securities Regulator Backs Restrictions on REIT Investments
The North American Securities Administrators Association (NASAA), a non-governmental organization that recommends securities regulations for state adoption, has published proposed rules that would limit the ability of individuals to invest in unlisted real estate...
Peloton Attempts to Rally: What Businesses Can Learn From the Fitness Giant’s Recent Struggles
At the height of the COVID-19 pandemic, when consumers were itching to stay fit while stuck at home, the popularity of internet-connected stationary bikes and treadmills that you could use at home skyrocketed. Peloton led the pack with its energetic instructors and...
SEC Proposes to Narrow Bases for Excluding Shareholder Proposals
On July 13, 2022, the Securities and Exchange Commission (SEC) proposed rule changes that would make it harder for reporting companies to exclude shareholder proposals from their proxy statement by narrowing certain existing legal bases for excluding proposals....
Parties Must Have a Meeting of the Minds for a Valid Contract
One of the basic tenets of contract law is that the parties must come to a “meeting of the minds” in order to have a valid and enforceable contract. Valid contracts require an offer, acceptance and consideration. Further, there must be a meeting of the minds of the...
OpenSea Employee Arrested in First NFT Insider Trading Case
In June, the U.S. Attorney’s Office for the Southern District of New York announced the first ever indictment for insider trading of digital assets. According to the indictment, in 2021 Nathaniel Chastain was employed at OpenSea, the largest online marketplace for the...
The SEC Moves to Close the (IPO) Back Door
On March 30, 2022, the Securities and Exchange Commission issued proposed rules focused on special purpose acquisition companies (SPACs) and subsequent business combination transactions between SPACs and private operating companies (known as de-SPAC transactions)....
The Ongoing Battle Between Musk and the SEC Heats Up Again
Elon Musk's Tumultuous History With the SEC Tesla’s colorful CEO, Elon Musk, has a history of feuding with the Securities and Exchange Commission (SEC), and it looks like the fight isn’t over. In 2018, the SEC investigated Musk for securities fraud after he tweeted...