Corporate & Business Law
-
Legal Alert - Securities Law - SEC Adopts Amendments to Rules Governing Exemptions from Registration - January 202101/27/2021
On November 2, 2020, the Securities and Exchange Commission (the “SEC”) adopted a number of significant amendments to the rules under the Securities Act of 1933, as amended (the “Securities Act”), which govern the manner in which securities may be sold without registration under the Securities Act. The amendments will be effective commencing on March 15, 2021.
-
Legal Alert - SEC Adopts Amendments to Shareholder Proposal Rules
10/20/2020On September 23, 2020, the Securities and Exchange Commission (“SEC”), adopted amendments to Rule 14-8 under the federal proxy rules, which govern the manner in which shareholders may seek to include a proposal in a company’s proxy statement to shareholders. Rule 14a-8 requires companies that are subject to the federal proxy rules to include certain shareholder proposals in their proxy statements, subject to certain procedural and substantive requirements.
The amendments will apply to any proposal submitted for an annual or special meeting to be held on or after January 1, 2022. The amendments also provide for a transition period with respect to the ownership thresholds that will allow shareholders meeting specified conditions to rely on the current $2,000/one-year ownership threshold for proposals submitted for an annual or special meeting to be held prior to January 1, 2023. -
Legal Alert - SEC Modernizes Business, Legal and Risk Factor Disclosure Items of Regulations S-K09/09/2020
On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to modernize the business (Item 101), legal proceedings (Item 103), and risk factor (Item 105) disclosure requirements of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), which are applicable to periodic reports and registration statements filed by public companies.
-
Legal Alert: SEC Adopts Amendments to Financial Disclosures about Acquired and Disposed Businesses06/29/2020
In May 2020, the Securities and Exchange Commission (“SEC”) adopted major changes (the “Amendments”) to its rules and forms relating to the historical and pro forma financial statements and information that must be provided by public companies in connection with business acquisitions and dispositions.
The Amendments are effective on January 1, 2021. Voluntary early compliance with the Amendments is permitted in advance of the mandatory compliance date provided that the Amendments are applied in their entirety from the date of early compliance. -
Article - The New York Law Journal publishes “Canada Proposes Requiring Consent for Transfers of Personal Data Across Its Border,” an article authored by Patrick Burke, Chair, Data Technology & Cybersecurity Group, and Anne-Sophie Hutteau-Hiltzer, referendare with the Group. (Subscription Required)05/15/2019 | New York Law Journal
Authored by Patrick Burke, Chair, Data Technology & Cybersecurity, and Anne-Sophie Hutteau-Hiltzer, referendare with our Data Technology & Cybersecurity, German and Corporate & Business Law Practices
Excerpt:
Canada’s Privacy Commissioner, Daniel Therrien, recently announced his intention to obligate companies to obtain Canadians’ consent before an organization engaged in commercial activities may legally transfer their personal information across the border for processing, including to the United States. Canada’s Office of the Privacy Commissioner (OPC) released a consultation paper on April 9, 2019 communicating this proposed change of direction, and calling for stakeholders’ commentary by June 4, 2019 (April 9, 2019 OPC Consultation on Transborder Data Flows). It is unclear at present whether the anticipated consent requirement will be applied to transborder transfer for processing of employees’ personal information by employers, which until now has not explicitly been required.
This is a significant turnabout for Canada. Consent for such transfers is not explicitly required under Canada’s Personal Information Protection and Electronic Document Act, S.C. 2000, c.5 (Can.) (PIPEDA). Until now, the OPC did not require the consent of consumers or other “data subjects” for transborder transfers of personal information for processing. Instead, it applied an “accountability principle” that was satisfied if a Canadian-based entity informed data subjects of transborder transfers in its posted privacy policy and remained legally accountable for the protection of personal data sent abroad to a third party for processing. Principle 4.1.3 of schedule 1 of PIPEDA provides as follow: “An organization is responsible for personal information in its possession or custody including information that has been transferred to a third-party for processing. The organization shall use contractual or other means to provide a comparable level of protection while the information is being processed by a third party.” -
Media - Law360 publishes feature on partner Edward "Ed" Schauder's arrival to the firm; quotes Ed and Marc Landis, managing partner11/14/2018 | Law360
Phillips Nizer's newest attorney, partner Ed Schauder, is the feature of a Law360 article published today. Ed, who practices in corporate and business law, as well as intellectual property, will chair our firm's Sports Law Practice.
Ed's quote:That really excites me, that I’ll be able to offer current clients, prospective clients comprehensive service, but also be helpful to others that are representing people now, and be able to leverage my skill set to offer more services to the firm’s existing clients as well,” he said in a phone interview. “I’m already hitting the ground running.
Marc Landis quote:Ed brings expertise, Ed brings a network of current and former and prospective clients that will benefit not only from the legal services that Ed provides, but that our firm can offer across the board...I’m really excited that Ed will be part of our team. In his first week here, we’ve already seen quickly that there will be great synergies with Ed’s work and the rest of our work.
To read the Law360 article, click here. (Subscription required) -
Press Release - Edward Schauder, Prominent Sports and Business Attorney Joins Phillips Nizer11/13/2018
Corporate Transactional Attorney Known for Protecting and Building Sports and Entertainment Brands
-
Zur Information - Die Treuepflichten der Mehrheitsaktionäre: ein deutsch-amerikanischer Vergleich (Frühling/Spring 2010)Frühling/Spring 2010 | Phillips Nizer LLP