In today’s complex economic and regulatory environment, legal solutions to business problems should be analyzed against a backdrop of risk and reward. At Tarter, Krinsky & Drogin, we understand these complexities and as such, our corporate and securities lawyers from both a legal and business perspective, take a hands-on and pragmatic approach to our clients' business needs.
Tarter Krinsky & Drogin’s Corporate and Securities practice handles complex commercial transactions, as well as day-to-day legal demands for public and private companies and high-net-worth individuals globally. Our lawyers also serve as outside general counsel to closely held companies.
Our transactional work includes traditional mergers and acquisitions – such as the purchase and sale of public and private businesses and business assets – roll-ups and consolidations, and other forms of business combinations and strategic alliances. We also negotiate and document shareholder, partnership and operating agreements, as well as handle commercial agreements such as employment, branding, supply agreements, and loan and credit facilities.
We advise clients at every stage of their evolution, from start-up to seed financing to expansion and public financing and, finally, to sale or other disposition. We bring a multidisciplinary approach to our practice and have in-house expertise in tax, securities law, creditors’ rights, intellectual property and other critical specialties.
Our experience spans real estate, real estate investment trusts, construction, design and retail, hospitality, energy, food and beverage, fashion/apparel, consumer goods, professional services, healthcare, life sciences and biotech, publishing, manufacturing, franchising, employment and staffing, construction, and technology and finance, among others. We also have a thriving international practice with a focus on both inbound and outbound Italian and Chinese clients.
We work side-by-side with our clients’ in-house teams, acting as a deeply integrated business partner. We strive to see the big picture and ensure that our legal advice advances our clients’ long-term business strategy while providing a clear path to resolve issues and complete transactions cost-efficiently.
Securities and Finance
We represent public and private issuers of equity and debt securities; investors, borrowers and lenders in investments and both secured and unsecured financing transactions; issuers, underwriters and placement agents in public and exempt/private offerings of debt, equity and hybrid securities; and both borrowers and lenders in asset-based financings.
We represent companies at all stages of development in the U.S. and in international capital markets in both equity and debt financings. Our attorneys also handle "going private” transactions, tender offers and alternative financing techniques such as Special Purpose Acquisition Companies (SPACs).
Our REIT experience includes formation, capital raising, mergers and acquisitions, tax matters, securities law compliance, governance issues, property management and leasing.
Mergers and Acquisitions, Joint Ventures, Divestitures and Reorganizations
We advise purchasers, sellers and target companies in both public and private mergers and acquisitions and consolidations; purchasers and targets in tender offers; issuers in going-private transactions, going dark transactions; and both targets and purchasers in leveraged and management buyouts, change-in-control transactions, divestitures, spinoffs, split-offs, exchange offers, consent solicitations, freeze-outs, strategic joint ventures, reorganizations and business breakups and dissolutions.
We draw on the expertise of the firm’s Tax, Real Estate, Construction, Labor & Employment, Bankruptcy & Corporate Restructuring, Intellectual Property, Immigration and Litigation groups, among others, to handle all aspects of our clients’ complex M&A transactions.
Corporate Governance and Securities Compliance
Good governance is crucial for a broadly held public reporting company or a private company with diverse ownership. Our attorneys have served as special and general counsel to various boards of directors, special committees and other sub-committees and other governing bodies on “best practice” compliance in a variety of regulatory areas. We assist with compliance relating to the Securities Act of 1933, the Securities and Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, Dodd Frank, Sarbanes Oxley, securities exchange listing and maintenance requirements, "Blue Sky,” Uniform Commercial Code, and general federal and state corporate and commercial law.
For public reporting companies, we represent boards and insurgents in activist situations, provide advice on best practices in corporate policies, and represent special committees in interested-party transactions such as going-private deals, management buyouts and related party leveraged buyouts. Our attorneys have also served as general Securities and Exchange Act counsel in connection with client’s preparation and filing of periodic reports with the U.S. Securities and Exchange Commission and other regulatory bodies. We also assist with the implementation of codes of conduct and business ethics rules, conflicts of interest avoidance, fairness analyses and fair process counseling and other governance issues.
Private Funds and Investment Management
We structure, form and document domestic and off-shore hedge funds and other "exempt" pooled investment vehicles and private equity funds. Our Investment Management practice combines breadth of knowledge across multiple statutes and regulations, principally the Investment Advisers Act, with the industry experience to give advisers and fund managers timely guidance and assistance. Our lawyers’ fund experience covers many industries and asset-classes, including hedge funds, private equity funds, real estate funds, film and movie funds and tax-advantaged funds, such as qualified opportunity zone funds.
Among the services we provide are:
Outsourced General Counsel Support
Tarter Krinsky & Drogin’s corporate lawyers act as strength multipliers to support clients’ general counsel or act as outsourced general counsel in areas such as:
Startups and Growth Company Legal Support
We provide legal and other "incubation” support to life science and technology start-up companies through formation, financing and getting to market. This work includes:
Family Office Support
Our Corporate and Securities lawyers represent family offices in connection with the evaluation, negotiation, execution and post-closing monitoring of investments in private equity and venture capital investments, real estate development, and philanthropic efforts. Our family office support includes:
International Transactional Services
Our International practice provides full cross-border transactional services. to both U.S. and non-U.S. clients with a particular focus on inbound and outbound investments in and from Italy and China.
We assess and negotiate transactions for international companies pursuing foreign direct investment in the United States, and U.S. clients expanding their operations and distribution into new markets. We often act as outside general counsel for U.S. subsidiaries of Italian companies, and also assist U.S. companies interested in doing business in Italy. Leading companies, emerging businesses and individuals based in Italy rely on our Italy practice for legal advice and a full range of transactional services in both English and Italian.
Our China practice assists U.S. and Chinese companies and investors entering or operating in the United States and in China. In addition, our Intellectual Property Group protects our clients’ IP interests and brands abroad.
Many of our lawyers in our International practice fluently speak the languages of their clients and in many cases, grew up in the same countries as their clients. Together with their extensive business experience, these qualities enable our lawyers to quickly and seamlessly enter a legal situation and represent clients in an outcome-focused manner that reflects their values.
As a member of Lawyers Associated Worldwide (LAW), a global association of 100 independent law firms located in more than 50 countries, our International practice has a strong, established network of foreign associates. We can quickly mobilize lawyers across the globe who have deep knowledge in local, regional and national laws and regulations.
|Checchinato, Serena Associate||Associate||212.216.1189|
|Galante, Victoria Associate||Associate||212.216.1196|
|Gaynor, Alan S. Partner||Partner||212.216.1136|
|Greenberg, Lester A. Counsel||Counsel||212.216.8033|
|Heim, Robert G. Partner||Partner||212.216.1131|
|Iannaccone, Giuliano Partner and Chair of International and Retail Groups and Co-Chair of Italy Practice||Partner and Chair of International and Retail Groups and Co-Chair of Italy Practice||212.216.1110|
|Molinari, Guy Partner and Chair of Corporate and Securities Group||Partner and Chair of Corporate and Securities Group||212.216.1188|
|Piazza, Gina M. Partner and Co-Chair of Italy Practice||Partner and Co-Chair of Italy Practice||212.216.1129|
|Polifka, Robert Counsel||Counsel||212.216.8021|
|Rigato, Federica Associate||Associate||212.216.1194|
|Rudolph, Elishama A. Associate||Associate||212.216.1145|
|Smith, James G. Partner||Partner||212.216.8060|
|Strongin, Landey Partner||Partner||212.216.1177|
|Tarter, Alan M. Managing Partner||Managing Partner||212.216.8010|
|Zagorsky, Arthur Partner||Partner||212.216.8030|
apple seeds LLC is a growing organization that provides indoor playground facilities, classes, birthday parties and other activities. As an emerging and growing business, apple seeds needed a business-minded legal partner who understood the challenges of being a middle market business. They needed help building the company from the ground floor up, and providing a solid foundation for future growth.
As the world’s premier gathering of marketing and communications leaders, Advertising Week is a hybrid of inspiring thought leadership and highly entertaining and engaging special events, featuring the industry’s best and brightest. Drawing from the brand, agency, technology, startup, media and broader cultural communities, Advertising Week is designed to move the needle on key industry challenges and influence the global industry.
Litigation and Corporate & Securities partner Robert Heim was featured in Law360 article, “Ex-AIG Legal Worker Settles SEC's Insider Trading Claim,” regarding his successful resolution of allegations of insider trading against his clients by the U.S. Securities and Exchange Commission.
Litigation and Corporate & Securities partner Robert Heim has been retained as counsel for Generex Biotechnology Corporation as part of Generex’s review of recent irregular trading activity in its stock. Robert has been retained to evaluate the company’s claims and legal remedies that stem from Generex’s asset acquisition from Veneto Holdings LLC.
On this week’s episode of Law Brief, “Here Comes the SEC,” Litigation and Corporate & Securities partner Robert Heim joins Litigation partner and host Rich Schoenstein to discuss the Security and Exchange Commission (SEC). With his experience as a former Assistant Regional Director for the SEC, Robert Heim offers unique insight into the financial regulatory agency. Robert and Rich explain how an SEC investigation works and how a person involved as a witness or target might respond to such an investigation.
Litigation and Corporate & Securities partner Robert Heim was quoted in Bloomberg Law’s article, “Fidelity Workers’ 401(k) Class Action Takes Rare Turn.” The article explores the class action targeting the affiliated mutual funds in Fidelity Investments’ 401(k) plan that will be tried before a federal judge with assistance from an advisory jury, which is an unusual decision.
Thirty-two lawyers from Tarter Krinsky & Drogin have been named to the 2019 New York Super Lawyers and Rising Stars lists, a rise in Tarter Krinsky & Drogin attorneys awarded as top lawyers in New York. The annual Super Lawyers list recognizes the top five percent of lawyers in New York for their professional achievements. Lawyers are selected through a process that includes independent research, peer nominations and peer evaluations.
International, Retail and Corporate & Securities associate Serena Checchinato was recently named to the New York City Bar Association’s 2019 Art Law Committee, which addresses developments and issues impacting the not-for-profit and commercial art worlds, including the authenticity of art, copyright, moral rights, title, business transactions, insurance and nonprofit law.
The New York Law Journal’s Lawyers on the Move section reported on the recent arrival of veteran litigator and former SEC enforcement attorney Robert Heim.
Robert joined the firm’s Litigation, Securities and Financial Services Litigation, White Collar & Government Investigations and Corporate and Securities practices, continuing its strategic growth and strengthening its client offerings. The article notes that he was formerly an assistant regional director of the U.S. Securities and Exchange Commission.
Litigation and Corporate & Securities partner Robert Heim was quoted in Law360’s article, “SEC Nabs $26M From Longfin Affiliates Over Stock Sales,” which discusses three settlements between the U.S. Securities and Exchange Commission and our clients, affiliates of Longfin Corp., a now-shuttered cryptocurrency company. Robert notes, "My clients are pleased that the judge has accepted the settlements and they are looking forward to putting this matter behind them."
Tarter Krinsky & Drogin, a full-service, mid-size law firm announced today that it has expanded its Litigation and Corporate and Securities practices, continuing its strategic growth and strengthening its client offerings with the addition of veteran litigator and former SEC enforcement attorney Robert G. Heim as partner.
Thirty lawyers from Tarter Krinsky & Drogin have been named to the 2018 New York Super Lawyers and Rising Stars lists as top lawyers in New York. The annual Super Lawyers list recognizes the top five percent of lawyers in New York for their professional achievements. Lawyers are selected through a process that includes independent research, peer nominations
International and Retail Group Chair, and Italy practice Co-Chair Giuliano Iannaccone was featured in an Am Law Mid-Market Report article, "A Broad Path For Midsize Firms Making it Abroad.” The article focused on how some mid-size firms are serving their international client base.
Tarter Krinsky & Drogin, a full-service, mid-size law firm announced today that it has expanded its Litigation and Corporate and Securities practices, continuing its strategic growth and strengthening its client offerings by adding five lawyers from the prominent litigation boutique Flemming Zulack Williamson Zauderer LLP, which dissolved as of June 30, 2018.
Tarter Krinsky & Drogin, a leading mid-size, full-service law firm, announced today that Guy Molinari has joined the firm as a partner in its Corporate & Securities practice. His arrival further enhances the firm’s offerings in the transactional area.
This year, 28 lawyers from Tarter Krinsky & Drogin have been named to the 2017 New York Super Lawyers and Rising Stars lists as top lawyers in the state. The annual Super Lawyers list recognizes the top five percent of lawyers in New York for their professional achievements. Attorneys are selected through a process that includes independent research, peer nominations and peer evaluations.
Four Tarter Krinsky & Drogin attorneys were ranked on the Rising Stars list, which recognizes the top 2.5 percent of lawyers who either are under the age of 40 or have been in practice for 10 years or less.
On May 15, Corporate and Securities partner Alan Gaynor was quoted in the Financial Times’ AgendaWeek article, “Companies With the Highest Legal Bills.” The article discusses how companies often do not disclose litigation costs or other fees and expenses paid to lawyers unless they are material.
Real Estate Weekly featured the recent promotions of Gina Piazza and Christopher Tumulty in its Deals and Dealmakers section.
Tarter Krinsky & Drogin recently announced the promotions of three lawyers, David Kleinmann and Gina Piazza to partner, and Chris Tumulty to counsel.
TKD continues to grow with the addition of two associates to the firm.
Tarter Krinsky & Drogin is pleased to announce the promotions of three lawyers, two to partner and one to counsel.
Tarter Krinsky & Drogin LLP is pleased to announce that Landey Strongin has joined the firm as a Partner in the Corporate and Securities Practice.
Tarter Krinsky & Drogin represented the capital partner in the drafting and negotiation of a joint venture agreement with the development partner of a new condominium project along the High Line in New York City, and currently represents the owner in all aspects of development of the project.
We represented The Masters School, a coed day and boarding school for fifth through twelfth grade students, in connection with a $32 million tax exempt bond offering with the Dobbs Ferry Local Development Corporation and TD Bank, N.A.
We represented Iona College, a co-educational institution of higher education chartered by the Board of Regents of the University of the State of New York, in connection with a $5 million tax exempt bond offering with Wells Fargo Municipal Capital Strategies, LLC and the City of New Rochelle Corporation for Local Development.
Giuliano Iannaccone received a special recognition at the 2013 Legal Community IP Awards on June 17, 2013, for his work with companies in the design industry.
Giuliano Iannaccone was interviewed by Radio24, the Italian national all-news radio station, owned by IlSole24Ore, the Italian financial and legal newspaper.
Giuliano Iannaccone was interviewed in La Stampa, a prestigious Italian newspaper. The interview is part of a larger article on the removal of non-tariff barriers for certain Italian cold cut products that now can be imported in the US.
Tarter Krinsky & Drogin represented Iona College in connection with a $35 million revenue bond transaction with the Dormitory of the State of New York to finance the construction of a three story residence hall and refund the Authority’s Iona College Insured Revenue Bonds, Series 2002.
James G. Smith, a Partner in Tarter Krinsky & Drogin’s Corporate and Securities Practice, was interviewed as part of the LegalMinds/NASDAQ Securities & Capital Market Series about the impact of “Dodd-Frank” on private placements.
Tarter Krinsky & Drogin recently represented one of the world’s largest privately-owned steel trading companies in its acquisition of a Texas-based company.
On May 17, 2010, Tarter Krinsky & Drogin’s client, an offshore private investment fund, closed on a partial sale of its investment in a technology start-up company.
Tarter Krinsky & Drogin represented a client recently who sold his 50% interest in a New York City executive search company, and negotiated his retention as a consultant.
Tarter Krinksy & Drogin's client NanoViricides, Inc. (OTCBB: NNVC.OB) recently signed a material transfer agreement with a major global pharmaceutical company.
Tarter Krinsky & Drogin's client Sequence Investment Partners, LLC,A served as the financial advisor to U.S.Protected Vehicles, Inc. (PVI), a Charleston-based manufacturer of armored vehicles, to Patriarch Partners, LLC, in its sale to a private equity investment firm, for $6 million.
Tarter Krinsky & Drogin client Action Products International, Inc. (NasdaqCM: APII), a Florida-based global manufacturer and distributor of educational children’s products, recently acquired BE Overseas Investment Group LLC.
Tarter Krinsky & Drogin represented one of the world’s largest privately-owned steel trading companies in its acquisition of a Florida-based company, with operations also in Ohio and Illinois.
Tarter Krinsky & Drogin’s client, a New York City real estate developer, recently sold an LLC interest in a real estate development company.
Tarter Krinsky & Drogin closed a secured loan as part of the purchase and development of 1,400 acres of land in Utah.
Tarter Krinsky & Drogin represented a permanent and temporary staffing company in its acquisition of substantially all of the assets of a 40-year-old premier staffing firm.
James Smith, a corporate partner, toured China with New York and China-based financial advisors.
Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), a newly created loan program intended to allow employers to continue to pay their employees and assist with certain other expenses.
At the end of March 2020, the New York State Attorney General announced temporary relief to meet certain filing deadlines for investment advisers, brokers, dealers, salespersons, commodity broker-dealers, commodity salespersons, commodity investment advisers. In general, any registration renewal, amendment or other required filing that would have been due between March 1, 2020, and April 30, 2020, is extended by 90 days.
The Securities and Exchange Commission (SEC) recently issued a strong warning to corporate insiders against trading based on nonpublic information related to COVID-19. This cautionary statement comes after public reports of stock sales by the CEO of the New York Stock Exchange and his wife, Senator Kelly Loeffler.
As we start a new year, we would like to share with you some of our most popular legal alerts from 2019. Our top-read alerts range from construction, labor & employment, tax, immigration, trusts & estates, cooperatives & condominiums, real estate, corporate & securities, litigation and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.
A charge of insider trading can have serious criminal and civil consequences for the accused. In fact, frequently, the accused will face parallel investigations by both the U.S. Attorney’s Office and the U.S. Securities and Exchange Commission. In addition, local state authorities are increasingly pursuing securities fraud prosecutions, including insider trading cases. A knowledgeable defense attorney can make a difference in an insider trading case. This article will review both the legal aspects of an insider trading case as well as the techniques investigators use to uncover and investigate insider trading.
As we head into summer, we would like to share with you some of our most popular legal alerts from the first half of 2019. Our top-read alerts range from construction, labor and employment, tax, corporate and securities, immigration, cooperatives and condominiums, commercial leasing, real estate, litigation and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.
As an addition to our ongoing series designed to help board members properly discharge their fiduciary duties in relation to company intellectual property, our next topic is the board’s obligations relating to executive qualification and officer oversight. It has become well established that in the United States, intellectual property and other forms of intangible assets make up a greater portion, than was the case a few years ago, of a business enterprise’s balance sheet. We do not anticipate this trend ending any time soon and as such, the need for intellectual property proficiency must be a priority for all governing bodies.
As we start a new year, we would like to share with you some of our most popular legal alerts from 2018. Our top-read alerts range from construction, corporate and securities, labor and employment, tax and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.
One of the positive developments resulting from the 2017 tax legislation has been offering taxpayers a limited-time opportunity to defer gain on the sale of assets, reduce the gain when finally recognized and even eliminate gain on certain new investments. This is all made possible under the 2017 Tax Act by investing in "Qualified Opportunity Zones," a new provision that allows taxpayers to free up capital gains and reinvest those gains in economically distressed census tracts.
The 2017 Tax Act is offering a limited-time opportunity for taxpayers to defer gain on the sale of assets, reduce the gain when finally recognized and even eliminate gain on certain new investments. This is all made possible under the 2017 Tax Act by investing in "Qualified Opportunity Zones," a new provision that allows taxpayers to free up capital gains and reinvest those gains in economically distressed communities. Learn more about the intricacies of these tax benefits.
On June 25, Corporate and Securities partner Alan Gaynor and Trusts and Estates counsel Joann Palumbo were featured panelists at Vistage's breakfast forum, "Why You Need an Exit Strategy Today." The panel was focused on the intricacies of business exit strategies and succession planning for closely held business owners. Other panelists included a tax adviser, an economist and two investment banking specialists.
Delaware has long been the jurisdiction of choice when forming a limited liability company. One reason is flexibility, with members themselves having the power to define their preferred relationship within their LLC agreement. Indeed, section 18-1101(c) of the Delaware Limited Liability Company Act allows members to waive any fiduciary or other duty that would otherwise apply to an LLC member or manager.
The Economic Growth, Regulatory Relief and Consumer Protection Act, signed by President Trump on May 24, 2018, expands the Section 3(c)(1) exclusion under the Investment Company Act to allow up to 250 beneficial owners of smaller venture capital funds.
On June 1, 2018, the Securities and Exchange Commission (SEC) announced settlement of enforcement actions against multiple private fund advisers for failing to file Form PF.
Intellectual property can present operational risks - knowledge and protocols can help.
Although one might occasionally come across an article touching on intellectual property (IP) concerns in the corporate boardroom, not enough has been said on this topic. This is the first in a series of articles that are designed to help board members satisfy their duties of care regarding the various risks that IP often carries.
In three no-action letters, the SEC has provided some relief for investment advisers in complying with the European Union's overhaul of its securities regulations. Commonly referred to as MiFID II, which is set to take effect in January 2018, the directive will require investment advisers to pay for research either with its own money or through MiFID-governed research payment accounts (RPAs).
The SEC's Office of Compliance Inspections and Examinations (OCIE) issued a risk alert summarizing the compliance issues most frequently identified in SEC-registered investment advisers' deficiency letters with respect to Rule 206(4)-1 (the Advertising Rule) under the Investment Advisers Act of 1940. These issues include OCIE's examination initiative focusing on advisers' use of touting awards, promoting ranking lists, and/or identifying professional designations in marketing materials.
International and Retail Group chair and Italy practice co-chair Giuliano Iannaccone and Italy practice co-chair and International and Retail Group partner Gina Piazza co-authored an article in Women’s Wear Daily titled, "Litigation Trends Brands Need to Know Now to Mitigate Risk.” The article noted that doing business in the United States comes with increased risk and exposure, and highlighted several litigation and enforcement trends that are impacting the U.S. retail sector.
In June 2014, the SEC’s Division of Investment Management released an IM Guidance Update (No. 2014-07) helping investment advisers who use special purpose vehicles, or SPVs, comply with the SEC’s Custody Rule.
On April 8, 2014, the New York Attorney General announced proposed amendments to rules applicable to New York-registered investment advisers.
On April 8, 2014, the New York Attorney General announced proposed amendments to rules applicable to New York-registered investment advisers.
On March 11, 2013, the SEC announced the settlement of charges against a private equity firm, its senior managing partner and an unregistered finder for violations of securities laws when soliciting more than $500 million in capital commitments for private funds managed by the firm.
On February 21, 2013, the SEC’s Office of Compliance Inspections and Examinations released its National Examination Program’s 2013 examination priorities. This memorandum highlights those priorities of particular concern to SEC-registered investment advisers.
As 2012 has drawn to a close, we provide this Alert to our private investment fund and investment adviser clients highlighting some of their annual compliance obligations.
Under Federal law, companies seeking to raise capital by issuing securities must either register the offer and sale of their securities under the Securities Act of 1933 or comply with an exemption from registration. The most widely used exemption, Rule 506, allows a company to sell an unlimited amount of securities to accredited investors provided that the company does not engage in general solicitation or advertising of its securities offering.
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted rules and rule amendments to the Investment Advisers Act of 1940 (the “Advisers Act”), implementing a number of significant changes that are applicable to investment advisers as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).
On June 22, 2011, the Securities and Exchange Commission adopted rules under the Investment Advisers Act of 1940 (“Advisers Act”) implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) with respect to exemptions for certain persons from registration as an investment adviser under the Advisers Act.
The SEC recently adopted amendments to conform its rules with Dodd-Frank's elimination of the requirement that the annual report of a company that is a "non-accelerated filer" must include an attestation report of its registered oublic accounting firm on internal control over financial reporting. These amendments become effective for annual reports filed with the SEC for fiscal years ending on June 15, 2010.
The recently enacted Hiring Incentives to Restore Employment Act (HIRE) created a new withholding tax with respect to certain payments to foreign financial institutions. Although the Treasury Department has not yet provided guidance on implementing these new rules, the new withholding tax and related reporting obligations have already started to affect pooled investment vehicle structures.
The recent upheaval in the financial markets has left many investment managers questioning whether it makes sense to continute to look to large institutional firms for their employment or whether to venture out on their own.
There has been a significant consolidation of residential real estate service providers nationwide in the past few years, and this packaging your company for sale requires a clear strategy and a detailed plan.
Selling a staffing company is much like selling any other business, but the nature of the industry makes packaging one for sale a unique process. As the seller, your first steps include prioritizing goals, setting up a timeline, devising an exit strategy and assembling a professional team.
On December 6, 2007 the SEC adopted wide ranging amendments to Rule 144 which will significantly shorten the holding period for both restricted and control securities. The SEC stated the purpose of these amendments was to increase the liquidity of privately sold securities and reducing the costs of capital for companies. It is anticipated these changes will have a significant impact on financing transactions.
Since 1996, the National Securities Markets Improvement Act (NSMIA) has provided large companies an exemption from review of securities offerings from state securities, also known as blue sky, regulators. On April 18, 2007 the Securities and Exchange Commission expanded the exchanges to include companies listed on the NASDAQ National Market.
On July 26, 2006, the SEC adopted changes to the executive compensation disclosure rules and other related disclosure matters. The changes will affect disclosure in proxy statements, annual reports and registration statements, as well as the current reporting of compensation arrangements.
The U.S. Court of Appeals for the District of Columbia rejected the Securities and Exchange Commission’s recentlyadopted rule requiring most hedge fund managers to register as investment advisors under the Investment Advisors Act of 1940.
The U.S. Court of Appeals for the District of Columbia rejected the Securities and Exchange Commission’s recentlyadopted rule requiring most hedge fund managers to register as investment advisors under the Investment Advisors Act of 1940.
The SEC extended the compliance dates for companies that are not accelerated filers to include in their annual reports a report of management and accompanying auditor’s report on the company’s internal control over financial reporting.
The SEC’s new rules added Items 2.01(f ) and 5.01(a)(8) of Form 8-K. These new disclosure obligations require a shell company, after completing an acquisition or a change in control, file a Form 8-K disclosing the information that would be required in a registration statement on Form 10 or Form 10-SB. The report, along with the required financial statements, must be made within four business days of closing the transaction.
Below is a brief summary of some recent SEC actions in connection with short selling. Short Sales and PIPES In CompuDyne, the SEC brought an action against an investor in a PIPE transaction for executing short sales prior to the public announcement of the PIPE transaction and prior to the effective date of the resale registration statement.
Private equity investors – principally PIPEs funds – have inquired about using “conversion caps” in their investment agreements. Conversion caps, when used properly, allow these investors to avoid the burden of compliance with the reporting obligations under Exchange Act Section 13(d) and Section 16(a) and short swing profit rules under Section 16(b).
A recent decision from the United States District Court from the Southern District of New York underscores the importance that investors make sure provisions in their investment agreements – which are frequently considered “boilerplate” – are updated to reflect recent court decisions.
Investment Advisors Act Section 203(b) exempts from registration under the Act those investment advisors who, during the preceding twelve months, had fewer than fifteen clients and did not hold itself out generally to the public as an investment advisor. Advisors Act Rule 203(b)(3)-1 provided a safe harbor so that a fund advisor need only count the fund as one client rather than “looking through” the fund to count each of the investors.
In compliance with the “real time issuer disclosure” directive of the Sarbanes-Oxley Act, the SEC recently adopted new disclosure obligations increasing the number of events that are reportable on Form 8-K.
The SEC has adopted amendments to existing disclosure requirements regarding board nominating committees and a new disclosure requirement concerning the means, if any, by which shareholders may communicate with directors.
The SEC recently amended Exchange Act Rule 10b-18, which provides companies a safe harbor from liability for manipulation when they repurchase their common shares in the open market. Rule 10b-18 does not, however, provide companies protection from other federal securities laws(such as prohibitions on insider trading) and non-securities laws (such as state corporation laws prohibiting repurchases which result in insolvency).
As the end of 2003 approaches, we are reminding our public company clients of the recent amendments to existing rules regarding audit committee oversight and control over audit engagements. The goal of these amendments, along with other changes adopted by the Sarbanes-Oxley Act, is to enhance the independence of outside auditors that audit and review financial statements filed with the SEC.
Earlier this year, the Securities and Exchange Commission released its final rule to implement the “code of ethics” provisions of Section 406 of the Sarbanes-Oxley Act. The rule is set forth under Item 406 of Regulation S-K and Item 406 of Regulation S-B. As discussed in more detail below, the rule imposes on public companies new obligations relating to codes of ethics.
There has been a significant consolidation of residential real estate service providers nationwide in the past few years, and this trend has recently been gaining momentum in New York.
Litigation and Corporate & Securities partner Robert G. Heim authored Going Public in Good Times and Bad: A Legal and Business Guide for New Media Companies, a handbook which details each critical step of the IPO process for corporate officers and attorneys. Robert highlights private placements, marketing and business plans for growing companies. The guide also provides insight to help companies going public in varying economic climates.