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Federal Securities Law Blog Blog

Articles: 1-10 of 44

Boilerplate provisions in a contract

USA - December 8 2017 The term “boilerplate” refers to standardized language in a contract that usually appears at the end of the agreement (often in a section titled…

Methods to minimize indemnification obligations

USA - November 15 2017 Because most indemnification claims are made by a buyer, the seller seeks to limit its indemnification obligations. Some ways in which the…

Litigation provisions v. arbitration provisions in business contracts

USA - October 12 2017 Arbitration is an increasingly popular method of resolving disputes but drafter of business contracts need to be aware that arbitration may not be…

Delaware limits appraisal rights, but at what cost?

USA - October 2 2017 Back in August 2016, Delaware amended Section 262 of the Delaware General Corporation Law to address the rise of the appraisal arbitrage strategy…

Rate increases for issuers registering securities

USA - September 7 2017 New rates will take effect at the beginning of the next fiscal year, Oct. 1, 2017, for public companies and other issuers to register their securities…

Some thoughts on mimicking a corporate governance structure in Ohio LLCs

USA - August 28 2017 It is quite common for members of a recently formed LLC accustomed to a corporate governance structure (that is, one having directors, a…

Reminder: SEC exhibit hyperlink and format rules become effective Sept. 1, 2017

USA - August 23 2017 Effective for filings on and after Sept. 1, 2017, registrants will be required to include a hyperlink to each exhibit identified in the exhibit index…

The impact of efforts clauses in transactional documents

USA - August 21 2017 Most transactional documents include effort clauses as covenants to require a party to perform a certain act or acts to achieve a stated goal. These…

Retaining key employees in an acquisition

USA - August 8 2017 Imagine identifying an acquisition target that looks great on paper: strong earnings, efficient operations and good workplace environment. But after…

Learning from Yahoo!’s missteps: Meeting SEC disclosure obligations after a cyber-attack

USA - August 4 2017 In July 2016, Verizon announced it would buy Yahoo! For an unprecedented $4.83 billion. Several months later, Yahoo! Disclosed two massive data…