A NASTY PIECE OF FINANCIAL ENGINEERING ON TRIAL
Maybe you haven’t yet heard of a tax receivable agreement, or TRA. You wouldn’t be alone. Here’s how it works: A person, often a...
The Sound of Silence
Under federal law, it is securities fraud, pursuant to what is commonly known as SEC Rule 10(b)-5,[i] “to make any untrue statement of a...
WINNING A PROXY FIGHT BEFORE IT STARTS
The law of unintended consequences, often cited, but not very well defined, holds that the actions of a person, organization or...
A BAD PLAN POORLY EXECUTED
The definition of securities fraud under federal law, essentially a misrepresentation of information useful to an investor in making...
SEC Rule Mandating Share Buyback Disclosure Challenged by Chamber
Stock buybacks are a common, and ever more popular, feature of our financial landscape. In 2022, corporations purchased $1.25 trillion...
What Happens When Precedent Has a Short Half Life
When are legal precedents not very durable? Often when they are established by the National Labor Relations Board (“NLRB”). Here’s an...
Court Cuts Investor Some Slack
In 2018, the New York Stock Exchange introduced a rule, which the SEC approved, authorizing companies to go public through a Selling...
You Can Still Make Fun of the Police (We Think)
Tu stultus es, Latin for “you are dumb,” is the motto of The Onion, a humor magazine which bills itself as “the world’s leading news...
ESOP's Fable
By now the story of the 2018 failure of the flight stabilization program of the Boeing 737 MAX is well known. The result was two fatal...
Court Casts Constitutional Cloud Over SEC Judges
George Jaresky is a hedge fund manager and conservative radio talk show host. In 2011, the Securities and Exchange Commission began an...
