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ling-gwuh ni-gō-tē: the language of business


SEC Adopts New Rules Requiring Investment Advisers to Private Funds to Make Certain Disclosures and Avoid Certain Practices

The Securities and Exchange Commission (“SEC”) has adopted rule changes focusing on investment advisers to private funds, such as hedge funds, private equity funds, and venture capital funds. Despite the focus on advisers to private funds, one of the changes applies to all investment advisers registered under the Investment Advisers…

SEC proposes rule amendments related to Rule 10b5-1 trading plans

On December 15, 2021, the SEC proposed amendments that add new conditions to the availability of the affirmative defense under Rule 10b5-1 to insider trading liability and new disclosure requirements under Rule 10b5-1 for trading plans.

Since 2000, Rule 10b5-1 has provided company insiders with a helpful tool to be…

SEC proposes disclosure rule amendments related to share buybacks

On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed amendments that would strengthen its rules regarding disclosure about an issuer’s repurchases of its own shares. Share buybacks have become a controversial matter in public markets in recent years (for example, see our 2018 Lingua Negoti blog post “Stock…

SEC proposal to bring clarity to who can act as a finder

In early October 2020, the SEC voted 3-2 to propose a conditional exemption in certain situations to address the question of who can act as a “finder” not required to register as a broker-dealer under Section 15 of the Securities Exchange Act of 1934.

Tucker Ellis welcomes partner Peter Rome to Business Department

Tucker Ellis LLP is pleased to announce that Peter Rome has joined the firm’s Business Department as a member of its Corporate/M&A/Securities practice group.

SEC adopts final rules on hedging disclosure—finally!

On December 18, 2018, the SEC at long last adopted final rules adding new Item 407(i) to Regulation S-K requiring disclosure about a company's practices and policies regarding hedging in the company's securities by directors and employees.

Stock buybacks are not evil

This year, many companies have announced stock repurchase programs as a result of the influx, or expected influx, of cash resulting from the Tax Cuts and Jobs Act. Despite companies having completely appropriate and legitimate reasons for using their capital to repurchase stock, there are critics of corporate stock repurchase programs who question (i) whether stock repurchases are beneficial to shareholders and (ii) the underlying reasons why companies decide to repurchase their own stock. In this post, Bob Loesch explains why the criticism is unwarranted, misinformed, or in the nature of second guessing the board’s exercise of its fiduciary duties.

Chambers USA ranks Tucker Ellis’s General Corporate/M&A/Securities practice and attorneys

Tucker Ellis is proud to announce that Chambers USA has ranked its General Corporate/M&A/Securities practice group among Ohio’s leading Corporate/M&A practices for 2018. In addition, Chambers recognized partners Christopher Hewitt and Robert Loesch as notable practitioners in the group. 

Chambers notes that we are known for being a compact team that represents clients…

The SEC provides guidance on data breach disclosure and cybersecurity compliance

In the wake of recent notable data breaches, the United States Securities and Exchange Commission issued an interpretive release designed to improve the timeliness and accuracy of public companies’ disclosures of cybersecurity risks and incidents and prevent insider trading.  The SEC’s guidance release and this post raise several issues and concerns that all companies, regardless of size and ownership, need to take seriously to improve their cybersecurity planning and legal compliance.

Do you REALLY know what states’ laws apply to your capital raise?

In a recent post I noted that if an entrepreneur finances a business by borrowing from friends, family and business contacts, he or she is probably engaged in a securities offering. A related issue is which state securities laws apply to that offering—or to any other attempt…