Recent SEC Amendments to Insider Trading Laws – What You Need to Know

By Kaitlyn Dehmer On December 14, 2022, the Securities and Exchange Commission adopted amendments to Rule 10b5-1. The amendments are intended to strengthen insider trading protections and fill gaps left open by the original rule. The following provides a brief discussion of the new requirements imposed by the amendments to Rule 10b5-1. Requirement of Good Faith The good faith requirement of Rule 10b5-1 is expanded by the amendments. Now, any

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Corporate Transparency Act – Beneficial Ownership Information Reporting

The Corporate Transparency Act (CTA) requires certain entities to submit beneficial ownership information (BOI) to the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). On September 29, 2022, FinCEN issued a final rule outlining who must file a BOI report, what information must be reported, and when a report is due. The rule will become effective January 1, 2024. Here’s what you need to know: Who: Reporting Companies The rule

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SEC’s Final Executive Compensation Clawback Rules

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted new listing standards and rules to implement Section 954 (which added Section 10D to the Securities Exchange Act of 1934) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). A link to the SEC final rule release is included at the end of this memorandum under the heading “References.” Consistent with Section 10D of

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What is “Piercing the Corporate Veil” and Why Does Every Business Owner Need to Avoid It?

By Charlie Carlin, Fortis Law Partners Piercing the corporate veil is an important legal and business concept many entrepreneurs aren’t familiar with. Business owners put a lot of blood, sweat and tears into making their company successful. Hopefully, things go well, the company grows and is profitable. However, sometimes things go wrong, and the business gets sued. Unfortunately, many entrepreneurs don’t know they could personally end up on the hook

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Avoid Founder Equity Missteps That Can Cause Long-Term Headaches

By Dustin Rickett For many new businesses, startups especially, equity grants are often the primary method of compensating founders for their hard work building a business in its earliest stages. Given the importance of these grants, it is paramount that founders ensure they comply with applicable corporate, securities, tax and other laws to avoid headaches that may not surface until far later in the company’s development. Below are a few

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