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MBBP Attorneys Invited to Speak at Upcoming swissnex Boston Seminar 03/13/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events, New Resources.
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2015-03-12_14-28-53Next Wednesday, March 18th MBBP Attorneys Scott Bleier, Stan Chalvire, Grant Godfrey, Maura Malone and Callie L. Pioli will present to Swiss MBA students at  swissnex Boston, the consulate of Switzerland. The presentation will discuss legal perspectives on conducting business in the U.S., with focus on topics such as corporate, intellectual property, employment and immigration law.

For more information regarding this seminar, please feel free to contact Grant Godfrey directly.

MBBP Client OtoSense Earns Top Award at GSMA Global Mobile Awards 03/12/2015

Posted by Morse, Barnes-Brown Pendleton in Clean Tech, Client News, Computer Software & Hardware, Intellectual Property, Manufacturing, Retail & Service, New Resources, Public Companies.
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2015-03-12_9-40-31MBBP client OtoSense, a Cambridge-based start-up, has recently been recognized for its sound recognition technology. The company has developed an app that enables hearing impaired end users to select various traditional sounds such as bells, alarms, timers, etc. that occur within an everyday environment and then identify such sounds as they occur and alert the end user via non-acoustic means such as flashes, vibrations or text messages. Selected out of more than 800 entries and judged by a panel of international experts, the start-up won the “Best Mobile App of the Year” Global Mobile Award, in the category of Accessibility & Inclusion, at the 20th annual GSMA Global Mobile Awards.

Well done, OtoSense!

You can view a full list of 2015 Global Mobile Award winners here.

MBBP Climbs 3 Spots on BBJ List of Largest Law Firms 03/12/2015

Posted by Morse, Barnes-Brown Pendleton in MBBP news, New Resources.
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2015-03-09_12-59-02Every year, the Boston Business Journal releases the Book of Lists which contains lists of top companies on a variety of different industries such as accounting firms, mutual funds and family owned businesses. In February, the Boston Business Journal published the most recent edition, and MBBP is pleased to be ranked #48 on the list of The Largest Law Firms in Massachusetts.

For more information on the firm or to learn how we can help you with your legal needs, please visit our website.

The full list of The Largest Law Firms in Massachusetts is available to subscribers via the Boston Business Journal’s digital edition here.

United States Completes Hague Agreement Deposit For Industrial Designs   03/10/2015

Posted by Morse, Barnes-Brown Pendleton in New Resources, Legal Developments, Public Companies, Intellectual Property.
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chalvireBy: Stan Chalvire 

Currently, design patent applicants that wish to pursue international protection for their industrial designs must file a design patent application in each country, and such applications must generally be filed within six months of the date of the earliest filed design patent application.  That is about to change with the United States having recently deposited its instrument of ratification to the Geneva Act of the Hague Agreement Concerning the International Registration of Industrial Designs (the “Hague Agreement”), marking the final step in the process of the United States becoming a member of the Hague Union.  The Hague Agreement establishes an international registration system which facilitates the protection of industrial designs in member countries by way of a single international design patent application that can be filed either directly with the International Bureau of the World Intellectual Property Organization (WIPO) or indirectly though the applicant’s member country.

When the Hague Agreement enters into effect for the United States on May 13, 2015, applicants will have the opportunity to register up to 100 industrial designs in over 64 territories with the filing of a single standardized international design patent application, thus providing applicants the opportunity for increased filing efficiencies and potential costs savings as they pursue international protecting of their industrial designs.

 

Additional information on this topic can be found on our blog, or feel free contact Stan Chalvire directly.

An Overview of Rule 10b5-1 Trading Plans 03/05/2015

Posted by Morse, Barnes-Brown Pendleton in New Resources, Public Companies.
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By: Joe Marrow

Corporate Attorney Joseph MarrowOfficers, directors and other insiders (“Company Insiders”) of publicly-traded companies use Rule 10b5-1 Trading Plans (a “10b5-1 Plan”) to buy and sell company stock at predetermined times so that such trading activity may occur regardless of whether the Company Insider is privy to material nonpublic information at the time of the trade.  The SEC introduced 10b5-1 Plans in 2000 to permit Company Insiders to adopt a written trading plan to buy and sell company stock.  A 10b5-1 Plan is generally structured as a contract between a Company Insider and his or her broker.  The Company Insider must adopt the 10b5-1 Plan at a time when the Company Insider is not in possession of material non-public information.  A 10b5-1 Plan must meet several requirements:

  • It must be adopted when the Company Insider is not in possession of material non-public information;
  • It must specify the amount of shares to be traded, the price at which the shares are to be traded (which can include a range of prices and a limit price) and specific dates of the trades, or alternatively, it can provide a formula for determining the amount, price and dates; and
  • It must delegate to the broker the sole right to exercise control over the trading activity as long as the broker does not have knowledge of material non-public information at the time of the trade.

If the 10b5-1 Plan has been properly adopted, it provides the Company Insider with an affirmative defense to illegal insider trading and a means for discretionary selling.  Not all public companies allow 10b5-1 Plans; however, many public companies consider such plans an effective method of dealing with concerns raised by the public regarding trading by Company Insiders.  In considering whether to allow the adoption of such plans, companies should consider the following best practices that have developed surrounding 10b5-1 Plans:

  1. After adoption of the 10b5-1 Plan, but prior to allowing trading, the 10b5-1 Plan should establish a waiting period (30 to 90 days) before trading activity may commence;
  1. A public company should establish a policy only permitting adoption of a 10b5-1 Plan when a Company Insider is not aware of material nonpublic information (i.e., an open window);
  1. A public company should consider a minimum duration pursuant to which a 10b5-1 Plan must be kept in place (six months to two years to avoid market timing and to avoid risk to the Company Insider) or otherwise require preapproval of a cancellation of such 10b5-1 Plan (or require that such 10b5-1 Plan be terminated during an open trading window) to avoid allegations of bad faith;
  1. A public company should carefully consider whether to publicly announce the establishment of a 10b5-1 Plan – the markets will become aware of it in connection with ordinary course Section 16 filings so there may be a public relations benefit to announcing the 10b5-1 Plan at the time of its adoption; and
  1. A public company should consider implementing general oversight of 10b5-1 Plans by company counsel or a compliance officer.

Well constructed 10b5-1 Plans and corporate policies surrounding such plans can be effective tools to avoid and combat insider trading claims.  Careful consideration should be given prior to permitting the use of 10b5-1 Plans and in implementing corporate governance policies related to such plans.

Any questions regarding this topic, please feel free to contact Joe Marrow.

Upcoming Boston IE Club Panel at Venture Cafe 03/05/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Events, Legal Developments, New Resources, Public Companies.
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2015-03-03_10-20-57On Wednesday March 11, 2015, Innovation & Enterprise Business Club (The IE Club) will host an event entitled “Successful Partnerships Between Large And Small Companies Building Great Success With… Very Different Teams Working Together: How To Make It Work”. The panel will feature several CEOs of small companies sharing their views of company best practices, as well as practices to avoid (internet/enablers/innovative services). This event will be held at the Venture Cafe at the Cambridge Innovation Center from 5:30 pm – 8:00 pm, and is complimentary.

Moderator:

David Feinberg, Esq. Feinberg Hanson LLP

Panel:

Robert Kalocsai, Founder, Software Continuity
Bernard Haurie, General Manager, Geopost
Ann Halford, Executive Director of Digital Technology, Boston University
Daniel Behr, CEO at Slips Technologies

 

MBBP’s Robert M. Finkel is a board member of IE Club of Boston. To learn more or to register for the event, please visit The IE Club.

Insights on Corporate Venture Capital 03/04/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, New Resources, Public Companies, Venture Capital & Private Equity.
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Corporate Attorney Scott BleierLast week, MBBP’s Scott Bleier attended a panel discussion hosted by the Johnson & Johnson Boston Innovation Center, which featured three corporate venture capitalists from Sanofi-Genzyme Bioventures, Boehringer Ingelheim Venture USA Inc. and Johnson & Johnson Development Corp.  In a very informative and candid discussion, the panelists shared the investment philosophies behind their companies’ CVC funds, what issues they consider when making an investment and their insights for start-ups seeking access to CVC funding.  The panel revealed several points of apparent consensus in the CVC community while also highlighting a divergence of philosophical approach in certain important areas.

To learn more about the panel discussion regarding CVC funds, please visit our VCs and Start-Ups blog.

Exciting Development Regarding H-4 EADs 02/27/2015

Posted by Morse, Barnes-Brown Pendleton in Employment, Immigration, Legal Developments, New Resources.
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IAIn light of the latest development from the Department of Homeland Security allowing H-4 spouses of certain H-1B workers to apply for employment authorizations,  we have compiled a list of important FAQs to help employers, and their employees, understand the implications of this new regulation.

To learn about the FAQs regarding  H-4 EADs , and how this new development will affect you, please read our full alert.

 

Apotex’s Second Biosimilar Application Accepted by FDA 02/26/2015

Posted by Morse, Barnes-Brown Pendleton in Industries, Life Sciences, New Resources.
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Patent Attorney Joanna Brougher Patent Attorney David FazzolareBy: David A. Fazzolare and Joanna T. Brougher

On February 18, 2015, Apotex Inc., announced that the Food and Drug Administration (FDA) had accepted its application for a biosimilar version of Amgen Inc’s Neupogen®. Apotex is second to Sandoz Inc. to propose a biosimilar version of Neupogen® (filgrastim), which is administered during chemotherapy to boost white blood cell counts and help fight infections. This is Apotex’s second biosimilar application, following Neulasta® (pelfilgrastim), a long-acting version of Neupogen®, filed last year. The approval of both Sandoz’s and Apotex’s Neuopogen(r) biosimilar applications could shed some light on the extent to which biosimilars will impact biologic sales.

Apotex hopes its biosimilar will be designated as an “interchangeable” product under the Biosimilars Act, which means that pharmacists filling prescriptions for Neupogen(r) could potentially substitute it without consulting the prescribing physician. However, it it is unclear whether it will benefit from the exclusivity period awarded to the first interchangeable product in view of Sandoz’s earlier filed Neupogen(r) biosimilar application. Even though Sandoz has publicly stated that it is not seeking interchangeability status for its Neupogen® biosimilar product, if the FDA nevertheless designates it as interchangeable Apotex would not be entitled to exclusivity for its Neupogen® biosimilar, and would have to wait until Sandoz’s exclusivity expired before the FDA would designate Apotex’s Neupogen® biosimilar as interchangeable.  On the other hand, if the FDA does not designate Sandoz’s Neupogen® biosimilar as interchangeable, then Apotex’s biosimilar could be designated as interchangeable, as well as benefit from the exclusivity awarded to the first biosimilar to receive designation as interchangeable.
For more information on this topic, please contact David A. Fazzolare or Joanna T. Brougher.

Forging Successful Strategic Alliances for Life Sciences Companies 02/25/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Licensing & Strategic Alliances, Life Sciences, M&A, New Resources, Public Companies.
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M0744200When entering into an exclusive licensing arrangement, the odds of success are against most companies. Typically within the first twelve months of an arrangement, 2/3 of all alliances crumble.  If these ventures are so prone to failure, what preventative measures can a company employ to ensure success?

To learn how to achieve success when entering an alliance, read John Hession’s full article.

Tips for Caring for Your Patent Garden During Economic Winter 02/20/2015

Posted by Morse, Barnes-Brown Pendleton in Intellectual Property, New Resources.
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Illustration - SLV058H (M0003309)There’s snow on the ground, snow on the MBTA tracks, snow on the roofs….it feels like winter will never end!  But inevitably it will, and we’ll once again have warm spring breezes, singing birds and blooming tulips to refresh our spirits.  In the meantime, while your real garden sleeps beneath the snow, this is the perfect opportunity to consider tending your patent garden to ensure that it flourishes for years to come.

Here are 5 tips from Patent Attorney Lisa Warren. Feel free to contact Lisa with questions about your patent portfolio.

MBBP Client Demiurge Studios Acquired by SEGA Networks 02/20/2015

Posted by Morse, Barnes-Brown Pendleton in Client News, Computer Software & Hardware, Games & Interactive Entertainment, Intellectual Property, Legal Developments, Licensing & Strategic Alliances, New Resources, Public Companies, Publishing & Media.
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2015-02-19_10-29-40MBBP Client Demiurge Studios, an independent game developer out of Cambridge, Massachusetts, has been acquired by SEGA Networks, a multinational video game developer, publisher, and hardware development company. Founded in 2002, Demiurge Studios made the transition into mobile gaming in 2008 and found success with Marvel® Puzzle Quest™, a top 100 grossing app on the App Store and top 50 grossing apps on Google Play. Previously, they worked with world-class developers like BioWare™ and Irrational Games™ on AAA console and PC games, contributing to titles such as BioshockBorderlands, and Mass Effect. Demiurge Studios will continue to make games under the Demiurge Studios name.

Morse, Barnes-Brown & Pendleton serves as counsel to Demiurge Studios, and advised it in connection with the structuring, negotiation and documentation of this transaction.

Joe Martinez was the lead corporate attorney on MBBP’s team, which also included attorneys Mike Cavaretta, Diana Española and Hillary Peterson.

To learn more, read the full press release.

Employment Attorney Scott Connolly authors Chapter in MCLE Book 02/17/2015

Posted by Morse, Barnes-Brown Pendleton in Attorney News, Employment, New Resources.
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Scott Connolly, a partner in MBBP’s Employment Law Group, authored the chapter “Policies to Guide Employee Conduct and Respond to Misconduct” in MCLE’s book Drafting Employment Documents in Massachusetts (3rd Edition 2015). The book is published by MCLE and is an essential resource for Massachusetts employers, employment attorneys, and human resources professionals.

To learn more about what Scott’s chapter covers regarding employment, head over to our Employment Blog.

Insider Trading Prosecutions Going Forward: The Fallout from Newman 02/06/2015

Posted by Morse, Barnes-Brown Pendleton in Legal Developments, New Resources, Public Companies.
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Corporate Attorney Mark TaralloBy: Mark Tarallo 

In its recent decision in United States vs. Newman, the Second Circuit Court of Appeals imposed a significant burden on prosecutors bringing insider trading cases.  The Court articulated that in an insider trading case, the prosecution must prove that:

  • the corporate insider was entrusted with a fiduciary duty
  • the corporate insider breached his fiduciary duty by (a) disclosing confidential information to a tippee (b) in exchange for a personal benefit;
  • the tippee knew of the tipper’s breach, that is, he knew the information was confidential and divulged for personal benefit; and
  • the tippee still used that information to trade in a security or tip another individual for personal benefit.

The ruling makes it difficult, if not impossible, to prosecute remote tipees, who learn the insider information from someone other than the corporate insider who makes the original disclosure of confidential information.  Given how difficult this standard will be to meet, it is not surprising that the prosecution has appealed the decision.  US Attorney Preet Bharara’s office has both asked the three judge panel that issued the Newman opinion to rehear the case, and has requested that the entire US Second Circuit Court of Appeals to review the case en banc.   A narrowing or reversal of the Newman ruling is critical to the efforts of prosecutors to continue to bring insider trading cases.

The Newman ruling has already had a negative impact on recent cases.  A federal judge sitting in the U.S. District Court in Manhattan vacated the guilty pleas of four men charged with insider trading relating to IBM.  Citing Newman as controlling law, Judge Andrew Carter ruled that the guilty pleas must be vacated based on the new standards for insider trading (although he did not go as far as dismissing the charges outright).

For additional information on this topic, please feel free to contact Mark Tarallo.

Reminder: Schedule 13G Amendments and Forms 5 due February 17, 2015 02/05/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, New Resources, Public Companies.
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Corporate Attorney Daniele Ouellette LevyBy: 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 provided their ownership does not exceed 20% and they meet certain other requirements.
  • Owners of greater than 10% of a registered class of stock of a public company must disclose all transactions in company securities under Section 16 within two business days of the transaction. Reporting of certain transactions – such as gifts – may be delayed until the end of each calendar year and reported on Form 5.

Amendments to Schedule 13G and Forms 5 are due on February 17, 2015 (45 days after the end of the calendar year, plus a few extra days due to the President’s Day holiday).  These filings are required in order to disclose any changes in ownership during the past year or any transactions in company securities during the past year which were not previously disclosed.

Keep in mind that while changes in ownership may result from actions at the company level – such as option vesting or option grants – the obligation to make these filings is the responsibility of the individual stockholder.

For help determining whether you are required to submit a filing please contact Daniele Levy.

Action Item for Smaller Reporting Companies – Update Review of Internal Controls to COSO 2013 01/29/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, New Resources, Public Companies.
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Corporate Attorney Daniele Ouellette LevyBy: 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 the 1992 framework available and encourages public companies to transition to its revised framework – COSO 2013.

Public companies are required, on an annual basis, to evaluate the effectiveness of their internal controls over financial reporting and to disclose in their 10-K the results of such evaluation and the framework used to make such evaluation.  Public companies must also disclose any material changes to internal controls – for example changes resulting from a transition to COSO 2013.

Companies who delay the transition to COSO 2013 face the risk of increased scrutiny by the SEC.  In a recent public meeting, the SEC staff stated “the longer issuers continue to use the 1992 framework, the more likely they are to receive questions from the staff about whether the issuer’s use of the 1992 framework satisfies the SEC’s requirement to use a suitable, recognized framework”. To avoid questions form the staff, smaller reporting companies will want to take steps to transition to COSO 2013.

 

For more information regarding this topic, please feel free to contact Daniele Ouellette Levy.

In Honor of Data Privacy Day, MBBP’s Data Privacy “Bell Ringers” 01/28/2015

Posted by Morse, Barnes-Brown Pendleton in New Resources, Privacy and Data Security.
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dpd2015Happy Data Privacy Day!

Information and data are everywhere. Indeed, as of 2010, it was noted that “every two days, we create as much information as we did from the dawn of civilization up until 2003.” And as information and data have proliferated, so too have the laws applicable to privacy and data security. Understanding — and complying with — this rapidly changing landscape of laws is critical for any business, because the penalties for violation can be significant and may include substantial fines plus destruction of unlawfully obtained data.

So, in honor of this week’s Data Privacy Day, the privacy team at MBBP would like to share with you some of the major privacy “bell ringers” — the contexts that should “ring a bell” indicating the presence of privacy-related legal issues and prompt you to consult with privacy counsel.

For instance, handling any of the following classes of information should ring a bellbell

  • Medical or Health
  • Credit/Debit Card or Bank/Financial Account
  • Social Security Numbers
  • “Personal Information” within the meaning of the Massachusetts Standards for the Protection of Personal Information of Residents of the Commonwealth, 201 C.M.R. § 17.00 et seq. (Massachusetts resident’s first name and last name or first initial and last name in combination with anyone or more of the following data elements that relate to such resident: (a) Social Security number; (b) driver’s license number or state-issued identification card number; or (c) financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to a resident’s financial account).

Check out our other “bell ringers“.

To discuss your specific privacy and data security legal services needs, please contact Faith Kasparian, Michael Cavaretta, or Howard Zaharoff.

Court Outlines Requirements for Insider Trading Case 01/23/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, New Resources, Public Companies.
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Corporate Attorney Mark TaralloBy: 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, received the information without any knowledge as to the criminal liability of the discloser.  The Court ruled that since the defendants did not know that the discloser committed a crime, then the defendants cannot be guilty of a criminal act, stating in part “we find no support for the Government’s contention that knowledge of a breach of the duty of confidentiality without knowledge of the personal benefit is sufficient to impose criminal liability.”  The Court then went on to lay out a clear statement of the requirements for an insider trading case:

In sum, we hold that to sustain an insider trading conviction against a tippee, the Government must prove each of the following elements beyond a reasonable doubt: (1) the corporate insider was entrusted with a fiduciary duty; (2) the corporate insider breached his fiduciary duty by (a) disclosing confidential information to a tippee (b) in exchange for a personal benefit; (3) the tippee knew of the tipper’s breach, that is, he knew the information was confidential and divulged for personal benefit; and (4) the tippee still used that information to trade in a security or tip another individual for personal benefit.

The Court reversed the lower court’s guilty finding, and ordered a finding of not guilty.  In addition to clearly setting out the standards for an insider trading case, the case serves as a reminder to all public companies that they should incorporate robust protections to ensure against even the inadvertent disclosure of confidential, non-public information.

 

For more information regarding this topic, please feel free to contact Mark Tarallo.

SEC Sends Individuals a Strong Reminder About Complying with FCPA. 01/15/2015

Posted by Morse, Barnes-Brown Pendleton in Legal Developments, New Resources, Public Companies.
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Corporate Attorney Mark TaralloBy: 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 order to secure business from that official’s government.  Typically, enforcement actions result in penalties against the issuer.  However, for the first time since 2012, in November 2014 the SEC brought charges against individuals for violating the FCPA resulting in a cease and desist order and monetary penalties against the individuals.  The individuals provided certain officials of the Saudi Arabian government with expensive gifts and extensive travel (not in any way necessary to, or in connection with, the proposed business).  The individuals then falsified records in an effort to cover up their actions.  The SEC found that the individuals were responsible for the violations, and that the issuer had both a strong compliance policy and a training program in place for individuals dealing with foreign governments.  While the SEC indicated that the investigation is continuing, no charges have been brought against the issuer. The SEC order can be found here .

Publicly traded companies doing business (or attempting to business) overseas should make sure that they are familiar with the provisions of the FCPA and have a robust training and compliance program in place in order to make sure that all employees who may be dealing with foreign officials are well aware of their compliance and reporting obligations.

 

For more information on this topic, please feel free to contact Mark Tarallo.

SEC Proposes Changes to Exchange Act Registration Thresholds 01/08/2015

Posted by Morse, Barnes-Brown Pendleton in Corporate, Legal Developments, New Resources.
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Corporate Attorney Mark TaralloBy: Mark Tarallo

On December 17, 2014, the United States Securities and Exchange Commission (“SEC) issued proposed amendments to the existing rules adopted under Section 12 (g) of the Exchange Act to reflect the new, higher thresholds for registration, termination of registration and suspension of reporting that were adopted as part of the JOBS Act.    In addition, the proposed amendments would revise the definition of “held of record” in Exchange Act Rule 12g5-1, in accordance with the JOBS Act, to exclude certain securities held by persons who received them pursuant to employee compensation plans and establish a non-exclusive safe harbor for determining whether securities are “held of record” for purposes of registration under Exchange Act Section 12(g).

Whether or not an issuer has “gone public,” any issuer that meets certain tests with respect to total assets and number of shareholders is required to file a registration statement and file regular periodic reports (such as forms 10-K and 10-Q).  The proposed amendments will adopt the standards set forth in the JOBS Act-an issuer must register if, as of the last day of its last fiscal year, it (i) had greater than $10 million in assets and (ii) had greater than 2,000 holders of record (or 500 persons who are not accredited investors) of any class of its securities.  In addition, the proposed amendments will revise the rules to make them consistent with the standards for termination of registration and suspension of reporting set forth in the JOBS Act.

The proposed amendments will also address the concept of securities “held of record.” In an effort to meet the goals of the JOBS Act of increasing the ability to raise capital while lessening the administrative burden on issuers, when determining whether or not an issuer must register, the issuer may exclude from the calculation of securities “held of record” any securities that are held by persons who received them pursuant to an “employee compensation plan” in a transaction exempted from the registration requirements of Section 5 of the Securities Act.  This amendment may have a significant beneficial impact on technology companies and other issuers that grant restricted stock to all employees as a matter of course.

The SEC Release containing the full text of the proposed amendments can be found here .  The SEC is soliciting comments on the proposed amendments, and the comment period is open until March 2, 2015.

Any questions on this topic, please feel free to contact Mark Tarallo.

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