Publications

Insights into the middle market.

Publications

Legal Updates
  • The Securities and Exchange Commission Issues Warning on COVID-19-Related Insider Trading
    March 30, 2020

    The Securities and Exchange Commission (SEC) recently issued a strong warning to corporate insiders against trading based on nonpublic information related to COVID-19. This cautionary statement comes after public reports of stock sales by the CEO of the New York Stock Exchange and his wife, Senator Kelly Loeffler.

  • Our Top 10 Legal Alerts from 2019
    January 15, 2020

    As we start a new year, we would like to share with you some of our most popular legal alerts from 2019. Our top-read alerts range from construction, labor & employment, tax, immigration, trusts & estates, cooperatives & condominiums, real estate, corporate & securities, litigation and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.

  • Tarter Krinsky & Drogin’s Top 10 Legal Alerts from the First Half of 2019
    June 25, 2019

    As we head into summer, we would like to share with you some of our most popular legal alerts from the first half of 2019. Our top-read alerts range from construction, labor and employment, tax, corporate and securities, immigration, cooperatives and condominiums, commercial leasing, real estate, litigation and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.

  • IP in the Boardroom Part III: Executive Oversight
    April 23, 2019

    As an addition to our ongoing series designed to help board members properly discharge their fiduciary duties in relation to company intellectual property, our next topic is the board’s obligations relating to executive qualification and officer oversight. It has become well established that in the United States, intellectual property and other forms of intangible assets make up a greater portion, than was the case a few years ago, of a business enterprise’s balance sheet. We do not anticipate this trend ending any time soon and as such, the need for intellectual property proficiency must be a priority for all governing bodies.

  • Our Top 10 Legal Alerts from 2018
    January 14, 2019

    As we start a new year, we would like to share with you some of our most popular legal alerts from 2018. Our top-read alerts range from construction, corporate and securities, labor and employment, tax and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been valuable to you and your colleagues, and demonstrate our commitment to providing helpful information to you.

  • Proposed Regulations Put the Opportunity in Qualified Opportunity Zones
    January 9, 2019

    One of the positive developments resulting from the 2017 tax legislation has been offering taxpayers a limited-time opportunity to defer gain on the sale of assets, reduce the gain when finally recognized and even eliminate gain on certain new investments. This is all made possible under the 2017 Tax Act by investing in "Qualified Opportunity Zones," a new provision that allows taxpayers to free up capital gains and reinvest those gains in economically distressed census tracts.

  • There's a Tax-Savings Opportunity in Qualified Opportunity Zones
    August 2, 2018

    The 2017 Tax Act is offering a limited-time opportunity for taxpayers to defer gain on the sale of assets, reduce the gain when finally recognized and even eliminate gain on certain new investments. This is all made possible under the 2017 Tax Act by investing in "Qualified Opportunity Zones," a new provision that allows taxpayers to free up capital gains and reinvest those gains in economically distressed communities. Learn more about the intricacies of these tax benefits.

  • Key Takeaways from the Vistage Forum on Sell-side Techniques for Business Owners
    July 26, 2018

    On June 25, Corporate and Securities partner Alan Gaynor and Trusts and Estates counsel Joann Palumbo were featured panelists at Vistage's breakfast forum, "Why You Need an Exit Strategy Today." The panel was focused on the intricacies of business exit strategies and succession planning for closely held business owners. Other panelists included a tax adviser, an economist and two investment banking specialists.

  • IP in the Boardroom: When Does the Board Receive Warning?
    April 18, 2018

    Intellectual property can present operational risks - knowledge and protocols can help.

  • IP in the Boardroom: As Company IP Value Increases, So Do Related Risks
    February 26, 2018

    Although one might occasionally come across an article touching on intellectual property (IP) concerns in the corporate boardroom, not enough has been said on this topic. This is the first in a series of articles that are designed to help board members satisfy their duties of care regarding the various risks that IP often carries.

  • SEC Charges Finder and Private Equity Firm for Violation of Broker-Dealer Registration
    March 11, 2013

    On March 11, 2013, the SEC announced the settlement of charges against a private equity firm, its senior managing partner and an unregistered finder for violations of securities laws when soliciting more than $500 million in capital commitments for private funds managed by the firm.

  • OCIE Releases 2013 Examination Priorities
    February 21, 2013

    On February 21, 2013, the SEC’s Office of Compliance Inspections and Examinations released its National Examination Program’s 2013 examination priorities. This memorandum highlights those priorities of particular concern to SEC-registered investment advisers.

  • Annual Review for Private Investment Fund Clients
    January 4, 2013

    As 2012 has drawn to a close, we provide this Alert to our private investment fund and investment adviser clients highlighting some of their annual compliance obligations.

  • SEC Proposes Amendments to Rule 506 to Allow General Solicitation
    September 12, 2012

    Under Federal law, companies seeking to raise capital by issuing securities must either register the offer and sale of their securities under the Securities Act of 1933 or comply with an exemption from registration.  The most widely used exemption, Rule 506, allows a company to sell an unlimited amount of securities to accredited investors provided that the company does not engage in general solicitation or advertising of its securities offering.

  • Deadline Approaching for Registration Under Federal or State Investment Advisers Acts
    January 25, 2012

    On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted rules and rule amendments to the Investment Advisers Act of 1940 (the “Advisers Act”), implementing a number of significant changes that are applicable to investment advisers as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).

  • SEC Adopts Rules Implementing Dodd-Frank’s Exemptions from Registration Under the Investment Advisers Act
    August 1, 2011

    On June 22, 2011, the Securities and Exchange Commission adopted rules under the Investment Advisers Act of 1940 (“Advisers Act”) implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) with respect to exemptions for certain persons from registration as an investment adviser under the Advisers Act.

  • SEC Changes Rule 144, Shortens Holding Period
    August 1, 2008

    On December 6, 2007 the SEC adopted wide ranging amendments to Rule 144 which will significantly shorten the holding period for both restricted and control securities. The SEC stated the purpose of these amendments was to increase the liquidity of privately sold securities and reducing the costs of capital for companies. It is anticipated these changes will have a significant impact on financing transactions.

  • SEC Adopts New Executive Compensation Disclosure Rules
    July 27, 2006

    On July 26, 2006, the SEC adopted changes to the executive compensation disclosure rules and other related disclosure matters. The changes will affect disclosure in proxy statements, annual reports and registration statements, as well as the current reporting of compensation arrangements. 

  • Court Rejects SEC Rule Requiring Investment Advisor Registration For Hedge Fund Managers
    June 26, 2006

    The U.S. Court of Appeals for the District of Columbia rejected the Securities and Exchange Commission’s recentlyadopted rule requiring most hedge fund managers to register as investment advisors under the Investment Advisors Act of 1940.

  • Court Rejects SEC Rule Requiring Investment Advisor Registration For Hedge Fund Managers
    June 26, 2006

    The U.S. Court of Appeals for the District of Columbia rejected the Securities and Exchange Commission’s recentlyadopted rule requiring most hedge fund managers to register as investment advisors under the Investment Advisors Act of 1940.

  • SEC Extends Compliance Date For Internal Control Over Financial Reporting
    September 28, 2005

    The SEC extended the compliance dates for companies that are not accelerated filers to include in their annual reports a report of management and accompanying auditor’s report on the company’s internal control over financial reporting.

  • SEC Adopts New Rules on Public Shells
    August 3, 2005

    The SEC’s new rules added Items 2.01(f ) and 5.01(a)(8) of Form 8-K. These new disclosure obligations require a shell company, after completing an acquisition or a change in control, file a Form 8-K disclosing the information that would be required in a registration statement on Form 10 or Form 10-SB. The report, along with the required financial statements, must be made within four business days of closing the transaction.

  • Recent SEC Enforcement Action Highlights Short Sales
    May 23, 2005

    Below is a brief summary of some recent SEC actions in connection with short selling. Short Sales and PIPES In CompuDyne, the SEC brought an action against an investor in a PIPE transaction for executing short sales prior to the public announcement of the PIPE transaction and prior to the effective date of the resale registration statement.

  • Conversion Caps - A Primer
    March 16, 2005

    Private equity investors – principally PIPEs funds – have inquired about using “conversion caps” in their investment agreements. Conversion caps, when used properly, allow these investors to avoid the burden of compliance with the reporting obligations under Exchange Act Section 13(d) and Section 16(a) and short swing profit rules under Section 16(b).

  • SEC Expands Investment Advisor Registration For Hedge Fund Managers
    February 2, 2005

    Investment Advisors Act Section 203(b) exempts from registration under the Act those investment advisors who, during the preceding twelve months, had fewer than fifteen clients and did not hold itself out generally to the public as an investment advisor. Advisors Act Rule 203(b)(3)-1 provided a safe harbor so that a fund advisor need only count the fund as one client rather than “looking through” the fund to count each of the investors.

  • SEC Adds Additional Form 8-K Disclosure Requirements
    March 26, 2004

    In compliance with the “real time issuer disclosure” directive of the Sarbanes-Oxley Act, the SEC recently adopted new disclosure obligations increasing the number of events that are reportable on Form 8-K.

  • SEC Adopts New Disclosure Rules Regarding Nominating Committee Functions
    December 12, 2003

    The SEC has adopted amendments to existing disclosure requirements regarding board nominating committees and a new disclosure requirement concerning the means, if any, by which shareholders may communicate with directors.

  • SEC Adopts Changes to Rule 10b-18
    November 20, 2003

    The SEC recently amended Exchange Act Rule 10b-18, which provides companies a safe harbor from liability for manipulation when they repurchase their common shares in the open market. Rule 10b-18 does not, however, provide companies protection from other federal securities laws(such as prohibitions on insider trading) and non-securities laws (such as state corporation laws prohibiting repurchases which result in insolvency).

  • Audit Committees and Auditor Engagement
    November 5, 2003

    As the end of 2003 approaches, we are reminding our public company clients of the recent amendments to existing rules regarding audit committee oversight and control over audit engagements. The goal of these amendments, along with other changes adopted by the Sarbanes-Oxley Act, is to enhance the independence of outside auditors that audit and review financial statements filed with the SEC.

  • Code of Ethics Under Sarbanes-Oxley
    October 18, 2003

    Earlier this year, the Securities and Exchange Commission released its final rule to implement the “code of ethics” provisions of Section 406 of the Sarbanes-Oxley Act. The rule is set forth under Item 406 of Regulation S-K and Item 406 of Regulation S-B. As discussed in more detail below, the rule imposes on public companies new obligations relating to codes of ethics.

  • Robert Heim Authors Legal and Business Guide for New Media Companies
    January 1, 2002

    Litigation and Corporate & Securities partner Robert G. Heim authored Going Public in Good Times and Bad: A Legal and Business Guide for New Media Companies, a handbook which details each critical step of the IPO process for corporate officers and attorneys. Robert highlights private placements, marketing and business plans for growing companies. The guide also provides insight to help companies going public in varying economic climates.



Articles
  • NFTs and Securities Laws: How to Create and Sell Compliant Non-Fungible Tokens
    March 30, 2021

    NFTs Are Poised to Revolutionize the Creative Industries

  • Our Top 10 Legal Alerts from 2020
    December 21, 2020

    As we start a new year, we would like to share with you some of our most popular legal alerts from 2020. Our top alerts range from bankruptcy, construction, COVID-19, labor & employment, immigration, trusts & estates, corporate & securities, litigation and intellectual property, reflecting the broad array of our full-service practice. We hope that our alerts have been helpful to you and your colleagues, and demonstrate our commitment to providing important information to you.

  • The Paycheck Protection Program – How to Obtain Forgiveness of Your Loan and Answers to Commonly Asked Questions
    April 22, 2020

    Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), a newly created loan program intended to allow employers to continue to pay their employees and assist with certain other expenses.

  • New York State Attorney General Proposes Changes to New York's Securities Offer
    April 13, 2020

    At the end of March 2020, the New York State Attorney General announced temporary relief to meet certain filing deadlines for investment advisers, brokers, dealers, salespersons, commodity broker-dealers, commodity salespersons, commodity investment advisers. In general, any registration renewal, amendment or other required filing that would have been due between March 1, 2020, and April 30, 2020, is extended by 90 days.

  • How to Win an Insider Trading Case
    August 5, 2019

    A charge of insider trading can have serious criminal and civil consequences for the accused. In fact, frequently, the accused will face parallel investigations by both the U.S. Attorney’s Office and the U.S. Securities and Exchange Commission. In addition, local state authorities are increasingly pursuing securities fraud prosecutions, including insider trading cases. A knowledgeable defense attorney can make a difference in an insider trading case. This article will review both the legal aspects of an insider trading case as well as the techniques investigators use to uncover and investigate insider trading.

  • Giuliano Iannaccone and Gina Piazza Author Women’s Wear Daily Article on Litigation Trends Brands Need to Know to Mitigate Risk
    August 23, 2017

    International and Retail Group chair and Italy practice co-chair Giuliano Iannaccone and Italy practice co-chair and International and Retail Group partner Gina Piazza co-authored an article in Women’s Wear Daily titled, "Litigation Trends Brands Need to Know Now to Mitigate Risk.” The article noted that doing business in the United States comes with increased risk and exposure, and highlighted several litigation and enforcement trends that are impacting the U.S. retail sector.

  • Securities Ticker - Proposed Rule Amendments for New York-registered Investment Advisers
    June 16, 2014

    On April 8, 2014, the New York Attorney General announced proposed amendments to rules applicable to New York-registered investment advisers.

  • A New Withholding Tax Created
    September 1, 2010

    The recently enacted Hiring Incentives to Restore Employment Act (HIRE) created a new withholding tax with respect to certain payments to foreign financial institutions. Although the Treasury Department has not yet provided guidance on implementing these new rules, the new withholding tax and related reporting obligations have already started to affect pooled investment vehicle structures.

  • Going Out on Your Own: Portability of Performance
    December 1, 2009

    The recent upheaval in the financial markets has left many investment managers questioning whether it makes sense to continute to look to large institutional firms for their employment or whether to venture out on their own.

  • Packaging a Company for Sale: How to Realize Top Dollar
    September 1, 2009

    There has been a significant consolidation of residential real estate service providers nationwide in the past few years, and this packaging your company for sale requires a clear strategy and a detailed plan. 

  • Packaging Your Staffing Company for Sale
    September 1, 2008

    Selling a staffing company is much like selling any other business, but the nature of the industry makes packaging one for sale a unique process. As the seller, your first steps include prioritizing goals, setting up a timeline, devising an exit strategy and assembling a professional team. 

  • SEC Grants Blue Sky Exemption for NASDAQ Capital Market Companies
    July 2, 2007

    Since 1996, the National Securities Markets Improvement Act (NSMIA) has provided large companies an exemption from review of securities offerings from state securities, also known as blue sky, regulators. On April 18, 2007 the Securities and Exchange Commission expanded the exchanges to include companies listed on the NASDAQ National Market.

  • Consolidating Residential Real Estate Service Providers
    September 22, 2003

    There has been a significant consolidation of residential real estate service providers nationwide in the past few years, and this trend has recently been gaining momentum in New York. 




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