Tag: Craig Tzvi Gherman
SEC Amends Definition of “Accredited Investors”
December 29, 2011 by
Craig Tzvi Gherman & Jan S. Wimpfheimer
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...
SEC Limits its Non-Public Review Policy for Non-U.S. Issuers
December 14, 2011 by
Craig Tzvi Gherman
On December 8, 2011, the Division of Corporation Finance of the U.S. Securities and Exchange Commission significantly limited its policy of allowing non-U.S. issuers to submit initial drafts of registration statements (initial public offering or other first-time registration statements) on a “draft” confidential basis. The policy had previously...
SEC Moves Forward and Approves Tougher Listing Standards for Reverse Merger Companies
November 29, 2011 by
Craig Tzvi Gherman
Earlier in November, the Securities and Exchange Commission approved new rules (the “New Reverse Merger Rules”) that make it more difficult for companies that have effected a “reverse merger” (also known as a “reverse takeover”) to go public and meet the required listing standards of the three major U.S. exchanges – the NYSE, NYSE Amex and...
Issuing Securities in U.S. Private Offerings – New Higher Standard for “Accredited Investors”
August 22, 2010 by
Craig Tzvi Gherman & Jan S. Wimpfheimer
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”...
Watch Your Words When Drafting a Settlement and Release
June 8, 2010 by
Craig Tzvi Gherman
Say what you mean and mean what you say.
That’s the message from the Delaware Court of Chancery in a recent case involving an agreement between two parties to settle their dispute.
When the parties then began to fight over exactly what they had agreed to settle, the court dissected their agreement word for word.
The case started when CorVel Enterprise...
The Restoring American Financial Stability Act of 2010 – Some Important Highlights
May 31, 2010 by
Craig Tzvi Gherman
The U.S. Senate recently passed the Restoring American Financial Stability Act of 2010 (“RAFSA”). The Bill contains numerous provisions that would significantly impact all U.S. public companies (regardless of size), including corporate governance and executive compensation.
RAFSA is a significant piece of legislation both in scope and length (over...