Reminder: Schedule 13G Amendments and Forms 5 due February 17, 2015

By: Daniele Ouellette Levy Significant stockholders of public companies have ongoing reporting obligations under Sections 13 and 16 of the ’34 Act. Beneficial owners of greater than 5% of a registered class of stock of a public company must disclose their ownership by filing a Schedule 13D. Certain stockholders may instead file the abbreviated Schedule 13G …

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Action Item for Smaller Reporting Companies – Update Review of Internal Controls to COSO 2013

By: Daniele Ouellette Levy  In response to the requirements of SOX 404, a majority of public companies adopted the 1992 framework prepare by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to assess the design and effectiveness of their internal controls over financial reporting.  Effective as of December 14, 2014, COSO no longer makes …

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Court Outlines Requirements for Insider Trading Case

By: Mark Tarallo In a decision dated December 10, 2014, the Second Circuit Court of Appeals clarified its position on insider trading cases where the discloser of the information committed no crime.  In US v. Newman, the Court addressed a situation where the defendants, who were several “degrees” removed from the discloser of the information, …

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Massachusetts Lawyers Weekly Seeks Carl Barnes Opinion in Matter of Control of Attorney-Client Privilege

MBBP Partner Carl Barnes was recently quoted in a Massachusetts Lawyers Weekly article written by Patrick Murphy, entitled “Survivor of Merger Controls Attorney-Client Privilege.” The article discusses Novack v. Raytheon, a recent Massachusetts Superior Court decision holding that, under Delaware law and the terms of a merger agreement, control of the attorney-client privilege relating to pre-merger communications …

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Our Greatest Hits of 2014!

From the Top Ten Issues in M&A Transactions to the Life Cycle of an IRS Audit we’re recapping the most popular articles and blogs in 2014! Other popular articles include: Avoiding Employee Claims of Unlawful Retaliation Enforcing Noncompetition Agreements International Travel on an H-1B Visa Common Publishing Legal Issues and How To Avoid Them Book …

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SEC Sends Individuals a Strong Reminder About Complying with FCPA.

By: Mark Tarallo  The Securities and Exchange Commission (“SEC”) is charged with enforcing the accounting provisions of the Foreign Corrupt Practices Act (“FCPA”).  Section 30A of the Securities Exchange Act prohibits any officer, director, employee, or agent acting on behalf of a publicly traded issuer from giving anything of value to a foreign official in …

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SEC Cracks Down on Smaller Public Companies

By: Mark Tarallo On November 5, 2014, the United States Securities and Exchange Commission (SEC) announced enforcement actions against 10 publicly traded companies for failing to properly disclose financing transactions and other sales of unregistered stock. Companies are required to file a Form 8-K to inform investors when shares of common stock are sold in …

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Going Concern Evaluation – FASB Issues a Roadmap for Management

By: Daniele Ouellette Levy Under US GAAP (generally accepted accounting principles) a company’s continuation as a going concern is presumed when preparing the financial statements.  As part of their review of the financial statements, auditors are required to evaluate whether there is a substantial doubt about the company’s ability to continue as a going concern …

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Anti-Retaliation Provision of Whistleblower Statute Does Not Apply Extraterritorially

By: Joe Marrow On August 14, 2014, the Second Circuit Court of Appeals held that the anti-retaliation provision of the Dodd-Frank whistleblower statute does not apply extraterritorially.  In its decision, Liu v. Siemens A.G., No. 13-4385-cv (2d Cir. Aug. 14, 2014), the Second Circuit upheld the Federal District Court’s holding that a foreign employee cannot …

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MBBP Client Hastings Equity Partners Completes Sale of Advanced Precision Products, Inc.

MBBP client Hastings Equity Partners recently announced the sale of Advanced Precision Products, Inc. (APP) to Precision Engineered Products, LLC (PEP). Advanced Precision Products is a leading manufacturer of highly engineered components and products for oil & gas, medical, aerospace, automotive, military and commercial OEMs.  Morse, Barnes-Brown & Pendleton serves as counsel to Hastings Equity …

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