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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: April 2012

Could directors be personally liable if Facebook paid too much for Instagram?

Posted in Corporate Governance

It is a basic tenant of corporate law that directors of a corporation are not liable for business decisions as long as the directors acted with a reasonable level of care in making these decisions. This is referred to as “the business judgment rule.” Because directors are not guarantors of corporate success, the business judgment… Continue Reading

Got questions about the JOBS Act? SEC answers 17 common ones

Posted in IPOs

On April 16th, the Securities and Exchange Commission’s Division of Corporation Finance issued 17 Frequently Asked Questions pertaining to Title I of the JOBS Act. The FAQs address some of the threshold questions on how to apply the JOBS Act to emerging growth companies such as how to determine if your company is deemed an… Continue Reading

Groupon has accounting problems (again)

Posted in Corporate Governance, Technology Company Issues

One of the most well-known and popular Internet companies, Groupon, Inc., has again encountered significant accounting problems. These problems appear to be potentially severe. This situation is very negative for Groupon, but it also has troubling ramifications for the entire technology industry and especially for technology companies that have recently gone public. There is also… Continue Reading

Federal prosecutors: Mafia gives new meaning to ‘hostile takeover’

Posted in SEC Enforcement

Although this was a news story that hit about six months ago, we saw very little coverage on, what we think, is a very novel alleged hostile takeover bid by organized crime.  On October 26, 2011, a federal grand jury indicted Nicodemo S. Scarfo, an alleged member of the Lucchese crime family, Salvatore Pelullo, an… Continue Reading