New York City Office655 Third Avenue, 20th Floor
New York, New York 10017
(212) 490-2020 Phone
(212) 490-2990 Fax
Westchester Office399 Knollwood Road
White Plains, New York 10603
(914) 684-2100 Phone
(914) 684-9865 Fax
Dutchess Office21 Old Main Street, Suite 203
Fishkill, NY 12524
(845) 896-1106 Phone
(845) 896-1107 Fax
The U.S. Congress has greatly expanded incentives for whistle-blowers in the financial industry by creating a $451 million fund for reward payments. Prior to the new plan, regulators decided how much to pay insiders for evidence of wrongdoing, which led to only $160,000 in payouts over the last two decades. Despite this, over 90 percent [...]
Continue reading...On Tuesday, January 25, 2011, the Securities and Exchange Commission (the “SEC”) issued a release announcing the proposed new language of the net worth standard for “accredited investors” under the Securities Act of 1933 (the “1933 Act”). The proposed amendments will align the standards for determining whether an investor is an “accredited investor” under the [...]
Continue reading...Media reports on January 18 indicate that Goldman Sachs has halted its private placement of Facebook stock due to ‘regulatory concerns’ with respect to the enormous publicity the transaction has received in both traditional press and new media. It is a cornerstone of the private placement exemption that no ‘publicity’ is utilized in the transaction [...]
Continue reading...According to the FINRA Website, the FINRA Board of Governors took action regarding various rulemaking items at its December 8, 2010, meeting. The following was announced with respect to private placements: Private Placements The Board considered proposed amendments to expand FINRA Rule 5122 (Private Placements of Securities Issued by Members) to govern all private placements [...]
Continue reading...New FINRA Rule 6490 ties into Securities Exchange Act (SEA) Rule 10b-17 (Untimely Announcements of Record Dates) and became effective on September 27, 2010. Over-The-Counter Market (OTC) issuers must now give FINRA at least ten (10) calendar days advance notice of transactions including, but not limited to, any issuance or change to a symbol or [...]
Continue reading...New businesses face lots of risks, no doubt. One of the best things you can do if you are beginning a business with a partner is to put together a partnership agreement. This legal document clearly spells out the rights and responsibilities of each partner, which can minimize the chance of a legal dispute down [...]
Continue reading...In the world of venture capital, one of the common methods for minimizing investor risk is liquidation preference. But what is it, and how does it work? Liquidation preference, a common tool included in a venture financing deal sheet, assures that, should the company be liquidated or sold, preferred shareholders will always get something back [...]
Continue reading...It is obviously important for companies to attract and retain top-level workers. It is equally important to motivate and encourage them to strive for success. Offering equity incentive plans to high-level employees frequently accomplishes both tasks. An equity incentive plan is a contract between the employee and the employer to provide an equity interest in [...]
Continue reading...Littman Krooks LLP founding partner Mitchell Littman will be among the experts speaking at Private Company Stock Conference 2010, to be held Sept. 27 at the Four Seasons – Silicon Valley in East Palo Alto, California. Mr. Littman will participate in a panel discussion concerning “Legal Considerations for Issuers: Protecting Private Company Exemptions,” scheduled to [...]
Continue reading...Special Purpose Acquisition Companies (SPACs) can offer a number of advantages to benefit mergers–from creating more liquidity to attracting new investors. A Special Purpose Acquisition Company or Corporation (SPAC) is a publicly-traded buyout company that raises money for the purposes of pursuing the acquisition of an existing company. SPACs can be an excellent vehicle for [...]
Continue reading...
