Are you an executive of a middle-market business?
The Securities Edge was created with you in mind. Published by Gunster's securities and corporate governance attorneys, who distill the complex and convoluted into easy-to-understand blog posts so busy company execs like you can get up to speed and move on to what's really important: running your business.
Here are our favorite blog posts in 2016:
Go for the big fish?
Corporate venture capital investments: Good for startups?
Corporate venture capital deals are on the rise (see Alphabet's GV, Microsoft Ventures and Salesforce Ventures), with corresponding advantages and disadvantages. And then there's traditional corporate venture investing to consider as well. Business owners should focus not just on cash, but on the value that will be added by the investor when deciding on the type of venture capital investment right for them. Read more >>
Disclosure settlement scrutiny
Putting the brakes on disclosure only settlements
In the shareholder class action challenging Zillow's acquisition of Trulia, the court advised that disclosure settlements are likely to be met with continued disfavor in the future – that is, unless supplemental disclosures address a plainly material misrepresentation or omission, and the subject matter of the proposed release is narrowly circumscribed to encompass nothing more than disclosure claims and fiduciary duty claims concerning the sale process, if the record shows that such claims have been investigated sufficiently. Read more >>
Share-based compensation
Impact of accounting literature: Time to get out of the pool and other changes
The Financial Accounting Standards Board has been busy. The FASB has “simplified” share-based compensation accounting, to the following effects:
- No more APIC pools (expect more income tax expense volatility from period to period);
- No longer need to estimate forfeitures (again, expect potentially more volatility);
- Cashless exercises are simplified under the new rules (you may want to consider revising your plan documents to allow for the increase in the net-settlement feature)
Warren vs. SEC
Senator Warren strikes again
This time, Senator Elizabeth Warren's attack was directed to the SEC’s “effective disclosure” project – something many companies and investors support – claiming the SEC is putting companies’ interests ahead of investor protection. Included is a link to a video that includes the Warren vs. Mary Jo White exchange. Read more >>
IP lockdown
New federal law provides additional protection for trade secrets
This new legislation, called the Defend Trade Secrets Act of 2016, or DTSA, has been hailed by commentators as an extremely significant addition to federal intellectual property law. Read more >>
Compensation disclosure
Nasdaq-listed companies must now disclose director 'golden leash' arrangements
The proposed rule change becomes effective in early August 2016. It requires Nasdaq-listed companies provide certain disclosures related to director compensation received from third parties. Companies will have the option to make this disclosure either through its website or in the company’s proxy or information statement for the next shareholders’ meeting at which directors will be elected. Read more >>
New SEC guidance
SEC issues guidance on Securities Act rule 701 in context of mergers
In a nutshell, Rule 701 provides an exemption from SEC registration requirements for private companies, private subsidiaries of public companies and foreign private issuers to offer their own securities, including stock options, restricted stock and stock purchase plan interests, as part of written compensation plans or agreements, to employees, directors, officers, general partners and certain consultants and advisers. Read more >>
Before you IPO
Top 5 considerations in a challenging IPO market
Gunster attorneys David Scileppi and Bob Lamm discuss five key considerations for business owners and executives who are considering taking their company public, reprinted with permission from the Daily Business Review. Read more >>
Severance agreements
SEC attacks standard severance agreements – companies would be well advised to take notice and adjust accordingly
Within the course of one week, the SEC took administrative action against two companies for language contained within severance agreements that restricted employee rights to obtain a monetary award for reports of potential law violations to the SEC. The SEC took aim at two types of provisions that commonly appear in severance agreements: the confidentiality clause and the waiver of rights. Read more >>
Pay-ratio CDIs
Newly released CEO pay ratio CDIs ... explained in haiku
As reported by Broc Romanek in his recent blog post, the SEC recently posted five new CDIs related to the CEO pay ratio rules contained in Item 402(u) of Regulation S-K. In order to provide a very brief summary in a fun way, I’ve composed five haikus addressing the substance of each of the newly released interpretations. Enjoy! Read more >>
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