With offices in California, New York and Singapore, MagStone Law, LLP is a modern law firm dedicated to providing solution-focused, cost-effective, and high quality legal services to our clients. We are all experienced lawyers with backgrounds from the most prominent international law firms. Our practice covers all aspects of corporate transactional law, including business formation, financing, licensing, corporate governance, mergers & acquisitions and SEC compliance. We also provide legal services in intellectual property, real estate transactions, tax controversy, litigation and dispute resolution services. Known for our expertise on U.S.-China cross-border transactions, we have become the go-to law firm for many Chinese companies exploring the U.S. market and U.S. companies entering into the Chinese market.
April 16, 2021 SEC Staff Issued Statement on SPAC
As special purpose acquisition companies (“SPAC”) continue to grow in popularity, recently the Division of Corporation Finance of the Securities and Exchange Commission issued a staff statement which focused on various issues that private companies should carefully consider in connection with engaging a business combination with a SPAC.
The statement highlighted certain restrictions to which SPACs are subject, including ......
March 24, 2021: Delaware Court Holds Choice of Law Clause Not Precluding Claim Under California Securities Act
On January 28, 2021, the Delaware Court of Chancery (“Court”) decided in Swipe Acquisition Corp. v. Peter M. Krauss et al. Civil Action No. 2019-0509-PAF (Del. Ch. Jan. 28, 2021) that a Delaware choice of law provision did not preclude a party from asserting a claim under the California Securities Act as otherwise would be contrary to California public policy. The basic fact is as follows ......
March 18, 2021: New York Imposed New Registration and Examination Requirements on Certain Investment Advisor Related Persons and Solicitors
Effective February 1, 2021, amendments to the New York Investment Advisory Act (the “Amendment”) require certain people associated with investment advisers to meet the new registration and examination requirements. The Amendment mostly affects the below three categories of people.
With respect to NY registered investment advisers (a “NY Registered Adviser”), the Amendment imposes the requirements on their representatives .......
March 8, 2021: 2021 Major Employment Laws and Compliance in California
California enacted a number of employment-related laws in late 2020. This newsletter provides a brief summary of a few major new laws and their amendments, including (1) California Family Rights Act, (2) Paid Family Leave, (3) Diversity on Corporate Boards, and (4) COVID-19-Related Laws. Click here for details
February 26, 2021: Federal Acquisition Regulation Council Issued Final Rule to Implement Executive Order Regarding Domestic Preferences in Government Procurement
Buy American Act requires the U.S. federal government to procure manufactured articles, materials, and supplies that have been manufactured in the U.S. substantially all from domestic components, subject to certain exceptions. On January 19, 2021, the Federal Acquisition Regulation Council issued a final rule to implement Executive Order 13881 issued by former President Trump, which called for expansion of the preference for domestic goods, products, and materials in government procurement. The final rule implements .......
February 17, 2021: SEC Adopts Amendments to Permit Electronic Signatures
The Securities and Exchange Commission (“SEC”) has recently adopted amendments to Rule 302(b) of Regulation S-T that permit a signatory to an electronic filing using an electronic signature to sign a signature page or other document (“authentication document”) provided certain procedures are followed. Prior to these amendments, each signatory to an electronic filing is required to .......
February 4, 2021: SEC Published Proposed Amendments to Rule 144
The Securities and Exchange Commission has recently proposed certain amendments to Rule 144 under the Securities Act of 1933 (the “Securities Act”) (the “Proposed Amendments”). Among other things, the Proposed Amendments will eliminate the “tacking” of holding period for “marketable-adjustable securities.” Rule 144 under the Securities Act sets forth a safe harbor allowing for public resales of securities without registration under the Securities Act if certain objective criteria are met. One of those criteria is a .......
February 1, 2021: Corporate Transparency Act Imposes New Beneficial Ownership Reporting Requirements
Congress passed and enacted into law the Corporate Transparency Act (the “Act”) on January 1, 2021, imposing new beneficial ownership reporting requirements on many companies. Unless otherwise exempted, the reporting requirements of the Act apply to all “reporting companies,” which is defined as “any corporation, limited liability company or similar entity that is (i) created by the filing of a document with a secretary of state or a similar office under the laws of a State or Indian Tribe; or (ii) ......
January 22, 2021: DOL Issued Final Rule on Independent Contractor Standard
On January 6, 2021, the Department of Labor (the “DOL”) issued a final rule to clarify the classification of workers as employees versus independent contractors under the Fair Labor Standards Act ("FLSA"). The DOL's final rule reaffirms the economic reality test in the determination of whether an individual is in business for himself/herself or economically dependent on a potential employer for work, and specifically identifies two core factors .......
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