Is My Intermediary A “Finder” Or “Broker”?

Companies seeking to raise capital from outside investors might turn to an intermediary to help them identify or connect with new investors. Before retaining an intermediary, however, it is imperative for the company to determine whether the intermediary is a finder or broker according to the United States Securities and Exchange Commission (the “SEC”). If …

Registration Exemptions for Investment Advisers

When may an investment adviser avoid registering with the Securities and Exchange Commission? Private funds attorney Josh Watson answers this question in his article "Registration Exemptions for Investment Advisers" that summarizes the requirements of two registration exemptions that are available to managers of private investment funds. To learn about the two registration exemptions read the …

NYSE’s Corporate Board Member Online Magazine Brings in MBBP’s Carl Barnes for Insights on D&O Liability

NYSE's publication, Corporate Board Member, has recently published an article, "Sidestepping D&O Liability". This piece brings to light the year 2015 as a record-breaking one for securities litigation against directors and officers, and how this trend is continuing into 2016. The level of whistleblower activity has significantly increased, as exemplified by the astonishing 119 filings …

MBBP Publishes August M&A Today Newsletter

Hot off the press! Articles include: Massachusetts Wage and Hour Laws: Legal Risks for Businesses in Transition SEC to Funds: Watch the Broker-Dealer Activities Importance of Closing Conditions in Mergers Williams Companies, Inc. v Energy Transfer Equity, L.P. Court of Chancery of the State of Delaware Get more info on our M&A blog or read the full newsletter.

MBBP Client Valeritas Files IPO

On February 12, 2015, MBBP client Valeritas, Inc., a medical technology company focused on the development and commercialization of innovative drug delivery solutions, filed for a $90 million IPO. The filing with the SEC arrives one week after insulin pump maker Asante Solutions postponed its proposed $49 million offering. Valeritas markets a disposable device that …

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 …

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 …

SEC Proposes Changes to Exchange Act Registration Thresholds

By: 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.    …

Q3 VC Data Reported in MBBP’s VC Spotlight Newsletter

MBBP's Q4 VC Spotlight newsletter just published over on our Venture Capital and Start-Up Blog! We're reporting on Q3 2014 First Institutional Rounds; how the SEC's suggested changes to the definition of which investors constitute “accredited investors”  might affect you; and a recent financing completed by our client, MA-based OYO Sports. Get the details here.

Consultant or Executive Officer? SEC Brings an Action to Clarify

By: Mark Tarallo On July 16, 2014, the United States Securities and Exchange Commission (“SEC”) brought an action against Natural Blue Resources, Inc. (“Natural Blue”), James E. Cohen (“Cohen”) and Joseph A. Corazzi (“Corazzi”)(Natural Blue, Cohen and Corazzi are referred to collectively as the “Respondents”).  The SEC is seeking a cease-and-desist order against the Respondents, …