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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: October 2011

FINRA Proposes Rule 5123 (Private Placement of Securities)

Posted in Capital Raising

Earlier this month, FINRA proposed new Rule 5123 to regulate private offerings.  Proposed Rule 5123 is a second attempt by FINRA this year to expand the regulatory process  on private offerings.  In January, FINRA had proposed a much more comprehensive set of changes, including proposed regulations affecting private placements not involving a FINRA member firm. … Continue Reading

Positive Events in Small Company Capital Raising Arena

Posted in Capital Raising, Technology Company Issues

The economic events of recent years have hit small companies particularly hard. While virtually everyone has suffered, small companies endured a double hit as they experienced substantial challenges to sales and profitability as well as a widespread inability to raise capital. This inability to raise capital was made worse by these economic events, but the… Continue Reading

Has New Life Been Given to Derivative Suits Based on Failed Say-On-Pay Votes?

Posted in Compensation

Section 951 of the Dodd-Frank Act states that the results of a shareholder say-on-pay advisory vote will not trigger or imply a breach of fiduciary duty. Because Congress went out of its way to be explicitly clear on this point, most legal commentators felt that shareholder derivative suits based on failed say-on-pay votes, without more,… Continue Reading