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.

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.

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.

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…

Many people starting a business, or trying to keep it afloat before it really takes off, obtain the necessary funds by borrowing it from family, friends, or business contacts. The business often will sign a promissory note that sets out terms, such as when the loan is to be paid back,…

Many people starting a business, or trying to keep it afloat before it really takes off, obtain the necessary funds by borrowing it from family, friends, or business contacts. The business often will sign a promissory note that sets out terms, such as when the loan is to be paid back,…

In A Guide to the Evolving Executive Compensation Landscape published by Bloomberg Law, Jayne Juvan and coauthors Ellen Grady and Bruce Dravis provide a comprehensive discussion of the regulatory regime applicable to compensation programs for corporate officers and directors. Executive compensation provides a valuable means to lure and retain talent…

To better tell the story of their financial performance, many public companies use non-GAAP financial measures in press releases and other investor materials and communications.

Non-GAAP financial measures are numerical measures of a registrant’s historical or future financial performance, financial position or cash flows that either:…