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Mergers And Acquisitions

…care requires the director to perform their duty with the same care a reasonable person would use, to further the best interest of the corporation and to exercise good faith,…

Entire Fairness Standard

…timely matter; (ii) a majority of the shareholders approve the transaction after being aware of the director’s involvement; or (iii) the transaction is entirely fair to the corporation and was…

Responding To SEC Comments

…to cover, including both legal and accounting aspects and format for compliance with the federal securities laws; 2) A partial review which may include either legal or accounting, but generally…

Merger And Acquisition Transactions

…reverse – the acquiring company forms a new acquisition subsidiary for the purpose of completing the transaction. Since there are then 3 parties to the transaction, it is called a…

Section 16 Requirements

…under Section 16 are complex and contain a number of “gray” areas and potential traps for the unwary. Insiders should consult with counsel before engaging in any transactions in the…

Disclaimer

…short, your use of the site is at your own risk. We do not necessarily endorse, and are not responsible for, any third-party content that may be linked to or…

What Are Rule 506 Offerings?

…still subject to the state anti-fraud provisions and can be investigated for violations of same. Both offerings require the filing of a Form D within 15 days of the first…

Going Public Attorney

…will not have any additional ongoing reporting requirements. Tier 2 companies are also required to file certain offering termination information and would have the choice of using Form 1-Z or…

Reg A+ Tier 2 Offerings Preempt State Law

…Tier 2 offerings present a much needed opportunity for smaller companies to go public without the added time and expense of state blue sky compliance but with added investor…

The NASDAQ Listing Application

…company website and company sector. The Listing Agreement is a simple 2-page agreement affirming the company’s agreement to comply with all rules and regulations of the NASDAQ Stock Market and…