Michael E. Plunkett

Don’t leave home without these clauses in your confidentiality agreement

USA - July 16 2012 Two recent Delaware cases remind us of important provisions in confidentiality agreements entered into in connection with potential acquisitions.

Yelena M. Barychev, Christin R. Cerullo, Molly Crane, Francis E. Dehel, Melissa Palat Murawsky

SEC staff provides guidance on reverse merger Form 8-K disclosures

USA - October 31 2011 The SEC’s Division of Corporation Finance recently issued “CF Disclosure Guidance: Topic No. 1” summarizing the Division’s frequent comments on Form 8-K reports fi led by shell companies (i.e. a SEC registered reporting company that has no or nominal operations and assets (excluding cash and cash equivalents)) to report reverse mergers and similar transactions by which they cease to be shell companies.

Yelena M. Barychev, Christin R. Cerullo, Francis E. Dehel, Melissa Palat Murawsky

Your auditors will probe deeper into related party transactions

USA - June 21 2013 On May 7, 2013, the Public Company Accounting Oversight Board (PCAOB) reproposed an auditing standard, Related Parties, as well as amendments to…

Yelena M. Barychev, Francis E. Dehel, Melissa Palat Murawsky

Have you been a “bad actor”? Maybe you should just beg for forgiveness.

USA - April 4 2014 Rule 506 under the Securities Act of 1933 is the most widely used exemption from the registration requirements of the Securities Act. The exemption…

“What, me worry?” Yes, the securities laws apply to private companies!

USA - January 30 2012 In a case that should serve as a warning to the owners, directors and officers of privately-held companies that offer equity plans to their employees, on December 12, 2011, the SEC filed suit against Stiefel Laboratories, Inc. (at the time of the alleged misconduct, the world’s largest privately held manufacturer of dermatology products and now a subsidiary of GlaxoSmithKline PLC) and Charles Stiefel, the then controlling shareholder, chairman and CEO.

Yelena M. Barychev, Christin R. Cerullo, Francis E. Dehel, Melissa Palat Murawsky