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The Securities Act of 1933: Assessing and Managing IP Liability
For nearly 75 years, the initial public offering ('IPO') of securities has been regulated by the Securities and Exchange Commission under the authority of the Securities Act of 1933. Among other considerations, the 1933 Act requires the disclosure of anything that might affect the value of the securities being issued and imposes civil liability on those that sign registration statements containing material omissions of fact. Over that same 75-year period, the role of intellectual capital as a leading driver of corporate value has increased significantly. As a result, an issuer's officers, directors, lawyers, underwriters, and auditors should consider whether they fully understand (and disclose) the extent to which intellectual capital drives their company value and risk.
The 1933 Act
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.