United States: Corporate and Company Law

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Article
SEC Proposes To Greatly Enhance Electronic Delivery Of Required Disclosures Under The Federal Securities Laws
Under SEC-Chairman Paul Atkins, the Securities and Exchange Commission has proposed a new set of rules that would permit electronic delivery as the default method of delivery for all required disclosures under the federal securities laws. [1] If adopted, this would mark a foundational and very welcome shift in how registered investment advisers, investment companies, business development companies, broker-dealers, transfer agents, and other regulated entities may deliver required disclosures to investors, clients, and other market participants.
United States Commercial
ST
Simpson Thacher & Bartlett
Article
SEC Proposes To Modernize Electronic Delivery Requirements
The U.S. Securities and Exchange Commission has proposed new Regulation E-Delivery that would fundamentally transform how companies deliver offering documents, annual reports, proxy statements, and other securities materials to investors and shareholders. This shift from an opt-in to an opt-out framework for electronic delivery could significantly reduce printing and mailing costs while modernizing decades-old guidance on electronic communications. What compliance steps should covered entities take during t
United States Commercial
GP
Goodwin Procter LLP
Article
SEC Proposes New E-Delivery Framework
The SEC has proposed Regulation E-Delivery, a transformative rule that would make electronic delivery the default method for regulatory disclosures to investors and clients under federal securities laws. This proposed framework would supersede decades-old guidance requiring affirmative consent, potentially reducing compliance costs while establishing uniform e-delivery standards across public companies, investment firms, and broker-dealers.
United States Commercial
SA
Skadden Arps Slate Meagher & Flom
Article
When Is A Founder A Director? Delaware Court Of Chancery Highlights The Line Between Officer Authority And Board Membership.
A Delaware Court of Chancery ruling clarifies when operational authority translates to board membership and examines whether equity interests can survive employment termination. The decision in Tchernavskikh v. Accetturo provides critical guidance on distinguishing officer-level control from director status and interpreting restricted stock agreements in founder disputes.
United States Commercial
DM
Duane Morris LLP
Article
Texas Business Court Clarifies When A Promissory Note Is Not A ‘Security’
The Texas Business Court recently analyzed whether a promissory note between sophisticated business parties constituted a "security" under the Texas Securities Act, applying the federal "family resemblance" test to evaluate party motivations, distribution plans, public expectations, and risk-reducing measures. The court's decision provides important guidance on how commercial lending arrangements may be distinguished from securities transactions, particularly when collateralization, personal guarantees, and
United States Commercial
GT
Greenberg Traurig, LLP
Article
Arnold Porter & Discusses Proposed FDIC Overhaul Of Confidential Information Regulations
The Federal Deposit Insurance Corporation has proposed its first major update to Confidential Supervisory Information rules in nearly three decades, potentially expanding FDIC-supervised institutions' ability to disclose CSI to professional service providers and merger partners without prior agency approval. The Notice of Proposed Rulemaking seeks to reorganize Part 309 regulations into four subparts while introducing streamlined procedures for sharing sensitive information under specific circumstances.
United States Finance
AP
Arnold & Porter
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