Category: Corporate

The JOBS Act – Key Provisions You Should Know

Last month, President Obama signed historic and far reaching legislation into law – the Jumpstart Our Business Startups Act (the “JOBS Act”). The broad impact of the JOBS Act effects companies – whether private or public, domestic or foreign – as well as capital raises, the IPO market, and more. Items of particular note include the new “emerging...

Can You Keep A Secret? Tips for Negotiating Non-Disclosure Agreements

Non-Disclosure Agreements (also commonly known as Confidentiality Agreements) are used in a variety of business relationships. Here are some of them: A prospective employee, independent contractor or consultant to a business will be asked to sign one as a condition to being hired. Two companies considering doing business with each other will want to protect...

SEC Amends Definition of “Accredited Investors”

Last week the U.S. Securities and Exchange Commission (the “SEC”) amended its rules to exclude the value of a person’s home from net worth calculations used to determine whether such individual qualifies as an “accredited investor”.  The amendment is not “new law” but rather simply conforms the SEC rules with the Reform and Consumer Protection...

Dov Schwell Announced as Outside General Counsel of Genie Energy

Dov Schwell, Managing Partner of Schwell Wimpfheimer & Associates LLP, has become Outside General Counsel of Genie Energy (NYSE: GNE).  Genie Energy was spun off from parent company IDT Corporation (NYSE: IDT) in October 2011. Genie Energy  is comprised of IDT Energy, a retail energy provider, and Genie Oil and Gas, which develops unconventional...

Proposed Listing Standards For Compensation Committees And Compensation Consultants

Requirements of Dodd-Frank The Securities and Exchange Commission (“SEC”) has proposed new rules directing national securities exchanges and national securities associations to adopt disclosure regarding the compensation committees of listed issuers boards of directors.  The SEC’s rules implement Section 952 of the Dodd-Frank Wall Street Reform and...

Issuing Securities in U.S. Private Offerings – New Higher Standard for “Accredited Investors”

When issuing securities in private offerings to U.S. investors, issuers (from companies to investment funds) often look to the registration exemptions and safe harbors afforded by Regulation D of the United States Securities Act of 1933 (the “Securities Act”). One of the key components of an exempted Regulation D offering is the “accredited investor”...