ArticleNew Equity Plan "Must-Do": ISS Data Verification ProgramISS has announced a new program that allows companies to verify the data that ISS will use to evaluate a new or amended equity plan. United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleProposed SEC Rule To Permit Advertising In Connection With Private PlacementsThe Jumpstart Our Business Startups (JOBS) Act requires the SEC to change its rules so that advertising will be permitted in certain private placements. United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleRecent SEC Enforcement Actions Demonstrate Increased Focus On Municipalities And Municipal SecuritiesWithin the past two months, the U.S. Securities and Exchange Commission has charged the city of Harrisburg, PA; the state of Illinois; and the city of Victorville, CA, with securities fraud. United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleReducing M&A Costs Through Seller Due DiligenceLaw360 published an article that originally distributed as a firm Legal Alert by Brad Austin, Curtis Griner and Simon Cox. United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleRevisiting The Conflicts Minerals RuleCompanies listed in the U.S. are required by Section 1502 of the Dodd-Frank Act to report whether they manufacture products that incorporate so called conflict minerals.United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleSBA Issues Revised Model Limited Partnership Agreement for Private Equity Funds Applying for SBIC LicensesOn Oct. 21, 2010, the U.S. Small Business Administration (SBA) released a revised model limited partnership agreement (New LPA) to assist investment funds applying for a license to operate as a small business investment company under the Small Business Investment Act of 1958. United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleSBA Updates TechNote 9 to Reflect Overline Limit IncreaseThis month, the U.S. Small Business Administration released an updated SBIC TechNote 9: Guidance for Obtaining a Regulatory Exemption for "Overline" Investments, which supersedes its original release in April 2002.United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleSEC Adopts Changes Preventing Bad Actors From Using The Most Popular Private Placement Exemption – Rule 506The SEC has adopted provisions which prevent felons and other bad actors from relying on Rule 506 of Regulation D, the most frequently used private placement rule. United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleSEC Charges 28 Corporate Insiders With Failing To Disclose Transactions In Company StockThe SEC announced the results of its investigation into violations of the securities laws requiring corporate officers, directors and major shareholders to disclose their transactions.United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleSEC Speaks 2015: Enforcement HighlightsOn February 20, 2015, the Securities and Exchange Commission (SEC) held its annual SEC Speaks conference, which updated the public regarding the staff’s work over the last year and its plans for 2015. United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleSurvey Shows More Companies Adopting And Strengthening Political Spending PoliciesAn annual survey prepared by the Center for Political Accountability and released last week indicates that an increasing number of large companies are adopting policies and procedures designed to improve transparency and oversight of their political activities. United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleThe Carefully Crafted Franchise AgreementRecent deal data shows that the Food & Beverage M&A market saw significant activity in 2013.United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleThe Strange Fiction Of Rule 30(b)(6)Under Fed. R. Civ. P. 30(b)(6), a litigant seeking a corporate adversary's deposition may insist that the corporation designate an individual to testify on the corporation's behalf about designated topics.United StatesCorporate/Commercial LawMcGuireWoods LLP
ArticleForeign Corrupt Practices ActThe Department of Justice (DOJ) and the Securities Exchange Commission (SEC) continue to vigorously enforce the Foreign Corrupt Practices Act (FCPA).United StatesCriminal LawMcGuireWoods LLP
ArticleNorth Carolina State Court Confirms The Attorney-Client Privilege's Absolute ProtectionUnlike the work product doctrine, the attorney-client privilege provides absolute protection if properly created and not waived. In State v. Lowery, No. COA11-673, 2012 N.C. App. LEXIS 288, at *13 (N.C. Ct. App. Feb. 21, 2012), a criminal defendant argued that two witnesses' attorney-client privilege claim "should 'give way,' to [his] right to question a witness about private conversations with his or her attorney."United StatesCriminal LawMcGuireWoods LLP
ArticleCourt Of Appeals Enjoins The NLRB From Enforcing Posting Of Employee Rights NoticeAs we recently detailed, a South Carolina federal district court held on April 13, 2012 that the National Labor Relations Board (NLRB) does not have statutory authority to force employers to post notices that the NLRB claims are designed to inform employees of their rights under the National Labor Relations Act (the Act). United StatesEmployment and HRMcGuireWoods LLP
ArticleEmployment Law Updates For 2015The introduction of the new health and work assessment and advisory service will be phased in, offering state-funded occupational health assistance for employees, employers and GPs.United StatesEmployment and HRMcGuireWoods LLP
ArticleFBAR Deadline Extended For Some 2009 And Earlier FilingsIf an employee benefit plan has a financial interest in or signature authority over a foreign financial account, such as a bank account, brokerage account, mutual fund, trust, or other type of foreign financial account, the Bank Secrecy Act may require the plan to report the account annually to the IRS by filing Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts (FBAR). United StatesEmployment and HRMcGuireWoods LLP
ArticleIRS And DOL Sign MOU To Address Worker ClassificationIRS and DOL each have a stake in preventing the misclassification of workers as independent contractors, rather than employees.United StatesEmployment and HRMcGuireWoods LLP
ArticleIRS Provides Limited Section 162(m) Transition Relief For RSUs And Similar Equity-Based AwardsThe Internal Revenue Service recently issued final regulations under Section 162(m) of the Internal Revenue Code. The final regulations are substantially similar to the proposed regulations issued by the IRS in 2011.United StatesEmployment and HRMcGuireWoods LLP