Articles: 1-10 of 221
One of the Perils of 50/50 Ownership and Control: A Vague Standard for Determining the Validity of Board Actions Legally Taken but Alleged to Have Had an “Inequitable Purpose”
USA - May 16 2022 50/50 ownership and control of a portfolio company is almost always fraught with peril. This is particularly true in the corporate context when there…
SEC’s Division of Examinations Issues Risk Alert Regarding Investment Adviser MNPI Compliance Issues
USA - May 4 2022 On April 26, 2022, the SEC’s Division of Examinations (EXAMS) issued a risk alert highlighting notable deficiencies observed by the EXAMS staff…
Division of Examinations Announces 2022 Examination Priorities
USA - April 4 2022 On March 30, 2022, the SEC’s Division of Examinations (Division or EXAMS) issued its examination priorities for 2022. The Division highlighted the…
Silence Appears to Remain Golden—Contractarian Principles Are Reaffirmed in the So-Called “Sandbagging” Debate
USA - March 30 2022 The weapon of choice for the nineteenth-century mugger was a sock filled with sand. Easy to make, easy to conceal, easy to discard without a trace and…
Beware the Type II Preliminary Agreement
USA - March 15 2022 Preliminary agreements come in two types: (a) a preliminary agreement that contains all the “material terms” of a deal, but nevertheless contemplates…
Proposed SEC Rules Could Dramatically Alter Regulatory Landscape for Private Fund Advisers
USA - February 16 2022 Fresh on the heels of a recent proposal regarding amendments to Form PF and published observations from examinations of private fund advisers,…
Regulatory Developments and Annual Compliance Obligations Applicable to Private Fund Sponsors
European Union, United Kingdom, USA - February 10 2022 Over the course of the last year, there have been a number of regulatory developments affecting private funds and their investment advisers that…
Delaware Legislation Permits Use of Captive Insurance for D&O Liability
USA - February 4 2022 Last week, Delaware amended its General Corporation Law (DGCL) to allow Delaware corporations the ability to utilize captive insurance in lieu of…
SEC Proposes Amendments to Form PF
USA - January 28 2022 On January 26, 2022, the SEC proposed significant amendments to Form PF, the confidential form completed by private fund advisers for use by the…
Are Consequential Damages Recoverable for Breach of a Contractual Obligation to Pay a Sum of Money?
USA - January 24 2022 If you breach a contract by failing to timely pay your counterparty a sum due following your counterparty’s performance of its obligations, what…
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