Here is your recap of important topics we covered recently in The Securities Edge, a blog by Gunster’s securities and corporate governance attorneys. Did you miss them? Sign up now to receive future blog posts by email as soon as each is published.
Crowdfunding capital
The SEC adopted its final crowdfunding rules on Oct. 30, 2015. These rules (called Regulation Crowdfunding) will become effective 180 days after they are published in the Federal Register.
The SEC’s press release described some interesting proposed rule amendments that may stimulate capital raising. They concern intrastate offerings (clarifying its definition, and easing issuer eligibility requirements) and the offering limit under Rule 504 of Regulation D (raising it from $1 million to $5 million every 12 months).
Bad & better news
Conflict management: the Staff Legal Bulletin on shareholder proposals
The SEC’s much-anticipated guidance deals with the following areas of Rule 14a-8 concerning shareholder proposals:
- Conflicting proposals – the SEC takes a narrow view of what constitutes shareholder proposals that directly conflict with a company proposal. Basically, if a reasonable shareholder could logically vote for both, they will not directly conflict.
- Ordinary business – The exclusion of a shareholder proposal that deals with the company’s “ordinary business operations” may also be subject to an additional test: whether the proposal raises a significant social issue and separately transcends day-to-day business matters.
Bob’s Upticks
Timely news and comments on securities and corporate governance developments.
Be scared … be very scared
I’ve been saying for quite a while that empowered investors are likely to turn to small- and mid-cap companies for the next wave of governance reform.
That’s because the overwhelming majority of large-cap companies already have, among many other things, eliminated staggered boards, implemented majority voting and done away with supermajority voting requirements for mergers and other transactions.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
About Gunster
Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 13 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Boca Raton, Fort Lauderdale, Jacksonville, Miami, Naples, Orlando, Palm Beach, Stuart, Tallahassee, Tampa Bayshore, Tampa Downtown, Vero Beach, and its headquarters in West Palm Beach. With more than 280 attorneys and consultants, and over 290 committed professional staff, Gunster is ranked among the National Law Journal’s list of the 500 largest law firms and has been recognized as one of the Top 100 Diverse Law Firms by Law360. More information about its practice areas, offices and insider’s view newsletters is available at www.gunster.com.
