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June 19 2023：2023 Proposed Amendments to Section 204 of the DGCL
The Delaware Senate recently passed a bill proposing significant amendments to the General Corporation Law of the State of Delaware (DGCL), including amendments to Section 204 that are intended to simplify and streamline the process of ratifying defective corporate acts...
May 15 2023: Delaware’s Recent Decision Emphasizes the Class Vote Requirement for Corporate Charter Amendment of Multi-Share Class Corporations
A recent decision by the Delaware Court of Chancery serves as a reminder to multi-share class corporations that a general majority vote may not be sufficient to undertake certain amendments to a corporate charter. In the case of Garfield v. Boxed, Inc., the Court rejected the long-standing presumption that multi-class common stock...
April 21, 2023: FinCEN Issues Initial Beneficial Ownership Information
Reporting Guidance
On March 24, 2023, the Financial Crimes Enforcement Network (FinCEN) published its first set of guidance materials to aid the public, and in particular the small businesses, in understanding the upcoming beneficial ownership information reporting requirements.
April 7, 2023: Corporate Transparency Act Final Rule to Take Effect Next Year
Effective January 1, 2024, most new and existing corporate entities in the United States will be required to file beneficial ownership reports with the federal government. These sweeping requirements are part of the Corporate Transparency Act (CTA)...
April 7, 2023 Reminder: File Your BE-12 Benchmark Survey - Important Update
for Clients
Dear Valued Clients:
We would like to bring your attention to the imminent filing deadline for the BE-12 Benchmark Survey of Foreign Direct Investment (FDI) in the United States.
March 14, 2023: How to Protect Your Bank Deposits
Many of MagStone Law’s clients have been affected by the collapse of Silicon Valley Bank. Like other SVB depositors, many have either moved their deposits to other banks or are in the process of doing so. However, clients continue to have concern over the safety of their deposits with their new banks. In light of recent developments and continued doubts over the soundness of the U.S. financial system, we believe such concern is warranted, and may remain for years to come. That said, in addition to moving money to a leading financial institution, there are tools that could offer depositors further opportunity to safeguard their deposits. Below is a list of options that might be well worth considering:
October 20, 2022: CFIUS Issues New Enforcement and Penalty Guidelines
On October 20, 2022, the US Department of the Treasury, as Chair of the Committee on Foreign Investment in the United States (“CFIUS”), released the first-ever CFIUS Enforcement and Penalty Guidelines (the “Guidelines”). The Guidelines provide insight into how CFIUS will assess violations of the laws and regulations...
October 7, 2022: BIS Published Advanced Computing Rule to Restrict U.S. Person Activities of Supporting Development or Production of Advanced ICs in the PRC
On October 7, 2022, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) published an Interim Final Rule (the “Rule”), which imposed additional export controls on advanced computing and semiconductor manufacturing items.
September 26, 2022: California Digital Financial Asset Law Vetoed by
Governor Newsom
Two weeks ago, it looked promising that California would follow New York’s steps to enact a law that regulates cryptocurrencies and other digital financial assets. On September 12, 2022, a new bill...
August 25, 2022: Recent Updates for Rights and Options Respecting Stock
under DGCL
A recent amendment to Section 157 of the Delaware General Corporation Law
(the “DGCL”) has broadened the ability of the board of directors of a Delaware corporation to delegate its authority over the issuance of rights or options to acquire the corporation’s stock.
August 10, 2022: SEC Proposes Amendments to Form PF
On August 10, 2022, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) proposed amendments to Form PF (the “Proposed Amendments”) to amend certain reporting requirements...
August 1, 2022: Amendments to the Delaware General Corporation Law in 2022
Effective August 1, 2022, the Delaware General Corporation Law (“DGCL”) has been amended resulting in several significant changes. The amendments, among other things, will allow Delaware corporations to adopt exculpatory provisions in their certificate of incorporation (“COI”) to exculpate officers...
July 21, 2022: SEC Brought Enforcement Action Regarding Insider Trading
of Cryptocurrency
On July 21, 2022, The Securities and Exchange Commission (“SEC”) filed a complaint in the US District Court for the Western District of Washington against Ishan Wahi, a former Coinbase product manager, his brother, and his friend for perpetrating a securities insider trading scheme.
June 15, 2022: PAGA Claims are Subject to Arbitration Agreements between Employers and Employees
On June 15, 2022, the U.S. Supreme Court issued its decision on Viking River Cruises, Inc. v. Moriana (Case No. 20-1573) and held that California Private Attorneys General Act (“PAGA”) claims are subject to arbitration agreements between employers and employees...
June 3, 2022: SEC Updates Electronic Filing Requirements
On June 3, 2022, the Securities and Exchange Commission adopted amendments that require companies to submit electronic filing with respect to certain forms through the EDGAR database in lieu of filing paper copies (the “Amendment”)...
June 2, 2022: Copyright Claims Board Began Accepting Claims on June 16, 2022
On June 2, 2022, the U.S. Copyright Office announced that the Copyright Claim Board(CCB) will begin accepting claims on June 16, 2022. The CCB is the first-ever copyright small claims tribunal established in 2022 by the Copyright Alternative in Small-Claims...
May 25, 2022: SEC Proposes ESG Disclosure Requirements for Investment Advisers and Investment Companies
On May 25, 2022, the US Securities and Exchange Commission proposed form and rule amendments under both the Investment Advisers Act of 1940 and the Investment Company Act of 1940 (the “Proposal“) to require registered investment advisers...
May 23, 2022: Employers May Lose Their Right to Compel Arbitration if They Delay
On May 23, 2022, the U.S. Supreme Court held in Morgan v. Sundance that federal courts may not devise novel rules to favor arbitration over litigation and rejected a three-element test used by certain federal circuits courts for determining waiver of arbitration...
May 20, 2022: SEC Proposes Rules to Include More Market Participants as "Dealers" or “Government Securities Dealers”
The SEC recently proposed new rules that would require certain market participants, including private funds and proprietary trading firms, to register as a dealer or government securities dealer if certain qualitative or quantitative standards are met. Such rules are intended to capture market participants providing liquidity in a dealer-like role but not registered as dealers...
April 6, 2022: Another State Passed DAO Legislation
On April 6, 2022, Tennessee passed legislation to recognize and allow limited liability companies (LLCs) registration of “DAOs” in an effort to make “Tennessee the Delaware of DAOs”. According to State House Rep. Jason Powell, “With this new business structure, Tennessee will be a beacon for blockchain investment and new jobs… Just as Delaware became a hub for traditional LLCs or South Dakota for credit card companies.”
April 4, 2022: SEC Chair and US Treasury Speak on Regulation of Cryptocurrency
SEC Chair Gary Gensler delivered remarks on the crypto trading and lending platforms, stablecoins and tokens at the Penn Law Capital Markets Association Annual Conference, emphasized that the SEC ought to apply the same protections of investors in the crypto market, as such to the investors who are trading on platforms and participating in entrepreneurs’ fund raising from public...
April 1, 2022: California Court Ruled California Board Diversity Law Unconstitutional
Los Angeles Superior Court ruled in Robin Crest, et al v. Alex Padilla (“Crest Case”) that Assembly Bill 979 (signed into law on September 30, 2020), mandating foreign and domestic publicly traded companies with their principal offices in California to have a specific minimum number of people from underrepresented communities on their boards by the end of 2021, violates the Equal Protection Clause of California Constitution......
March 30, 2022: SEC Proposes Rules to Enhance Disclosure and Investor Protection Relating to Special Purpose Acquisition Companies, Shell Companies, and Projections
On March 30, 2022, the Securities and Exchange Commission proposed new rules and amendments to enhance disclosure and investor protection in initial public offerings by special purpose acquisition companies (SPACs) and in business combination transactions involving shell companies...
March 21, 2022: The SEC’s Proposed Rules on Climate-Related Disclosures
On March 21, 2022, the U.S. Securities and Exchange Commission proposed rule changes that would require public companies (including foreign private issuers) to include certain climate-related disclosures in their registration statements (Forms S-1, S-3, F-1,
and F-3) and periodic reports (Forms 10-K, 10-Q, and 20-F) (the “Proposed Rule”). The Proposed Rule would add extensive and prescriptive disclosure items requiring public companies to disclose climate-related risks and greenhouse gas (“GHG”) emissions,
and to include certain climate-related financial metrics in a note to companies’ audited financial statements......
September 3, 2021: New Regulation Proposed for Cryptocurrencies
Recently Representative Don Beyer introduced a new bill Digital Asset Market Structure and Investor Protection Act into Congress, which is aimed to create a legal framework to regulate digital assets. Here are some of the bill’s significant proposals: .......
August 13, 2021: SEC Imposes New Disclosure Requirements on Chinese Companies Seeking IPO in the U.S.
On July 30, 2021, the Securities and Exchange Commission (the “SEC”) issued a statement on investor protection related to the Chinese government’s recent guidance and restrictions on China-based companies raising capital offshore, setting up additional disclosure requirements for Chinese companies seeking a listing on U.S. stock exchanges. In this statement, Gary Gensler, the chairman of SEC, said that he has asked agency staff to .......
July 21, 2021: NYSE Revisions to Related Party Transaction Approval Rule
Until recently, the New York Stock Exchange required “an appropriate body” within
the listed companies to review related party transactions. However, “related party transaction” was not explicitly defined in the NYSE Listed Company Manual and was generally taken to mean transactions requiring disclosure under Item 404 of Regulation
S-K. Item 404 mandates the disclosure of a transaction when (i) the amount involved exceeds $120,000 and a related party has or (ii) will have a direct or indirect material interest in the transaction. ……