Securities and Corporate Governance

A significant number of Facebook shareholders are now able to sell their shares in the open market, and this could obviously drive the stock price down even more. The big questions now is, who will or won’t sell their stock as lockup restrictions lapse?

All entities, big and small, are required to comply with the applicable provisions of the Securities Act of 1933.

Finally, we have had some recent bipartisanship in Congress. The only problem, of course, is that the recent bipartisanship further burdened public companies with additional disclosure requirements.

Just when it appeared that small banks and their holding companies could simply go private or “go dark” under the new rules in the Jumpstart Our Business Startups (JOBS) Act, legacy rules are significantly slowing the process for some.

Companies going public face lots of decisions including where to list their shares. Ever since the dot-com craze of the late 1990s, the rivalry between the NYSE and Nasdaq has been fierce. Each exchange attempts to woo each other’s clients to switch their listing. In fact, some big names have changed exchanges over the past year.

Is your company publicly traded? Have you unknowingly violated insider trading rules?

Generations of securities lawyers and accountants have worked into the night to develop lists of risks that would make any sane potential investor run away screaming.

Issuers who would not otherwise meet the NASDAQ independence rules may now breathe (a small) sigh of relief. On May 30, the SEC published notice of NASDAQ’s proposed change to Listing Rule 5605.

With the passing of the Jumpstart Our Business Startups (JOBS) Act, the thresholds for whether a company must be public changed dramatically. This is particularly true for smaller banks and bank holding companies.