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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: October 2012

Acquirers beware! New expedited acquisition method could violate the Exchange Act

Posted in Mergers and Acquisitions

When the private equity firm 3G Capital took Burger King private in 2010, it used an innovative “dual-track” acquisition structure to minimize the amount of time to consummate the acquisition. This involved 3G simultaneously pursuing both a friendly tender offer to Burger King shareholders as well as a traditional merger that would need to be… Continue Reading

GUEST BLOGGER: Lessons learned in corporate governance from the Jerry Sandusky tragedy

Posted in Corporate Governance

Mr. Lamm is Assistant General Counsel and Assistant Secretary at Pfizer Inc. and a Gunster alumnus.  The views expressed in this posting are Mr. Lamm’s personal views and should not be attributed to Pfizer Inc. or to Gunster. While nothing good has come out of the Jerry Sandusky sexual abuse scandal at Penn State, I… Continue Reading

Cybersecurity issues continue to draw attention

Posted in Disclosure Guidance, Technology Company Issues

Cybersecurity issues continue to be a hot topic for companies. As discussed in my prior blog posts, “Get ready for increased cybersecurity disclosure requirements” and “SEC pushes for disclosure of hacking incidents”, the SEC continues to focus on cybersecurity and data breach items and has now begun to encourage public companies to disclose them, even… Continue Reading

Proposed compensation committee independence rules will impact some issuers more than others

Posted in Corporate Governance

Issuers listed on the NYSE or Nasdaq should pay close attention to the rules proposed by the exchanges last week because the proposed rules will impact compensation committees; however, the impact may be a “tale of two exchanges” because the impact is more significant to Nasdaq-listed companies.  As you may recall, Congress included several provisions… Continue Reading