[Editor’s Note: The following post is from Davis Polk’s recent Client Newsflash. This and other updates from Davis Polk are available here.] Supreme Court confirms that courts must evaluate merits issues in connection with class certification On March 27, 2013, the Supreme Court, in an opinion by Justice Scalia, held that putative antitrust class plaintiffs must […]
Supreme Court Issues Significant Class Certification Decision in Antitrust Case
SEC Charges Craig Berkman and His Lawyer over Pre-IPO Facebook Con
The SEC has charged former Oregon gubernatorial candidate, Craig Berkman, with a violation of the antifraud provisions of federal securities laws. Berkman’s fraud has been referred to as a Ponzi-like scheme where investors were promised access to pre-IPO shares in Facebook, Groupon, Zynga, and LinkedIn. The SEC alleges that John B. Kern, and Berkman’s lawyer, […]
Who is the General Counsel’s Client? The Company vs. CEO
A General Counsel (GC) is one of a small group of c-suite executives charged with leading a company. In serving the GC’s primary client, the corporation, the GC works closely with other c-suite executives, including the CEO. The CEO often has substantial say over the GC’s compensation and work. But what happens when the CEO […]
Professor Robert Bartlett speaks on the JOBS Act at Orrick, Herrington & Sutcliffe LLP.
Within a month of the Initial Public Offering (“IPO”) Task Force’s white paper, “Rebuilding the IPO On-Ramp,” Congress developed the Jumpstart Our Business Startups (“JOBS”) Act. The legislation aims to create new companies, and ultimately new jobs. The JOBS Act loosens security regulations, making it easier for startups to access funding and go public. Professor Robert […]
Are All MOE’s Created Equal
[Editor’s note: the following post comes from a recent M&A Alert by Kirkland and Ellis partners Daniel E. Wolf and Sarkis Jebejian.] With valuations stabilizing and the M&A market heating up, a rebirth of stock-for-stock deals, after a long period of dominance for all-cash transactions, may be in the offing. If this happens, we expect […]
JOBS Act Symposium: Liveblog Recap & Review
This post will detail the two panels from last Friday’s 2013 BCLBE and BBLJ JOBS Act Symposium: 1) The IPO On-Ramp and 2) Crowdfunding. Panel 1: The IPO On-Ramp Moderator: Ian Peck Robert Bartlett, Professor, UC Berkeley, School of Law Reza Dibadj, Visiting Professor, UC Berkeley, School of Law Martin Zwilling, Startup Professionals Background: […]
JOBS Act Symposium: Crowdfunding–Finance Democratization or Investor Protection?
The crowdfunding panelists discussed what Mary Dent referred to as a “fundamental tension” between the democratization of finance and protecting unsophisticated investors. In traditional securities law, S.E.C. has protected Main Street consumers from especially risky investments, unless an investor can demonstrate they he or she is a sophisticated investor—using net worth, for example, as a […]
JOBS Act Symposium: Do the crowdfunding provisions make bigger problems than the ones they try to solve?
The Symposium’s second panel discussed the JOB Act’s crowdfunding exception. Our morning panelists are joined by Mary Dent, Jerome Engel, and Eric Brooks. Eric Brooks sees investors defrauded everyday in his job with the SEC. As a result, the cynic in him says that the crowdfunding provisions do create greater problems than the solve. Fraud is even […]
JOBS Act Symposium: Crowdfunding
The Symposium’s second panel discussed the JOB Act’s crowdfunding exception. Our morning panelists are joined by Mary Dent, Jerome Engel, and Eric Brooks. [Note: Mr. Brooks is with the S.E.C., but noted that his remarks are not official and do not represent the administration’s position. His comments are his own.] What is crowdfunding (“CF”) is […]
JOBS Act Symposium: Lessons Learned from the Facebook IPO?
The panelists mostly agreed that the high-profile Facebook IPO debacle has cooled excitement for IPOs, at least within those private companies considering monetization. Mr. Zwilling gave a brief summary. He thinks many entrepreneurs are now saying, “I want nothing to do with this,” referring to the IPO process. Zwilling noted, for example, Zuckerberg’s widespread criticism […]