Corporate Alert: New Jersey Appellate Division Clarifies Scope of Shareholders' Inspection Rights; FTC Revises Horizontal Merger Guidelines; LLC Manager's Investment Not an "Investment Contract"; Delaware Supreme Court Addresses Standing Issues in Double Derivative Claims; Expanded Securities Fraud Liability for Fund Managers; The Benefit of Taking Dividends in 2010
September 2010
Edward B. Stevenson, Irwin A. Kishner

Corporate Alert: Limits Application of Federal Securities Laws Abroad; PCAOB Ruled Constitutional; Concept Release on the U.S. Proxy Statement; NASDAQ Clarifies Noncompliance Reporting Rules and Proposes Amendments; Lender Ability to Rely on Borrower Representations in Loan Agreements
July 2010
Irwin A. Kishner, Edward B. Stevenson

Corporate Alert: NFL Teams’ Licensing JV Engaged in Concerted Action; American Jobs and Closing Tax Loopholes Act; Standards Governing Controlling Stockholder Tender Offers; New FINRA Guidance on Regulation D Private Placements; Guidance for Public Companies Regarding Forward-Looking Statements Safe Harbor; Merger Settlement; Out-of-Pocket Rule as Measure of Damages
June 2010
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: Revlon Duties Apply to Issuance of Notes Convertible Into a Controlling Interest; "Benefit Corporation” Legislation; Implied Covenant of Good Faith and Fair Dealing; Statute of Limitations in Securities Fraud Actions; Increases Filing Fees for 2011; ERISA Fiduciary Retains Deference; IRS Asking Employers to Answer 401(k) Questionnaire
May 2010
Irwin A. Kishner, Edward B. Stevenson

Corporate Alert: Limitations of Fiduciary Duties in LLC Agreements Must Be Clear and Unambiguous, When is a Financing Term Sheet a Binding Agreement to Lend?, Massachusetts Data Security Regulation will Affect National Businesses, Delaware Court of Chancery Reviews Use of NOL Poison Pills, Interpretation of “Stockholder of Record” May Include Banks and Brokers
March 2010
Irwin A. Kishner, Edward B. Stevenson

Corporate Alert: One Word Says It All, Minority Shareholder’s Rights, New Arbitration Rules, Letter of Intent Binding, Trust Agreement Dispute, “Bet the Company” Transactions, Preliminary Merger Negotiations, Climate Change Disclosure, HSR Act, New Excise Tax
February 2010
Irwin A. Kishner, Daniel A. Etna

Corporate Quick Hit: Engagement Letter Claim; Legislation to Tax Carried Interests as Ordinary Income; Revlon Duties in Cash/Stock Mergers; G Enforcement Action; Judicial Dissolution Guidance; Heightened Review Standard to Merger; Commodity Pool Operators; Employment Verification Law; Financial Stability Improvement Act of 2009
December 2009
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: Board Can Breach Fiduciary Duties by Improperly Favoring Preferred Stockholders; Director’s Duty to Disclose Wrongdoing When Negotiating a General Release; US Court of Appeals: Unauthorized Transfer of Software License by Merger Constitutes Copyright Infringement; SEC Votes to Regulate Dark Pools
November 2009
Edward B. Stevenson, Irwin A. Kishner

Corporate Quick Hit: “Say on Pay” Policy; Sarbanes-Oxley “Claw back” Enforcement Action; Enforcing Regulation FD; Duty of Loyalty Standard; New Exchange Rules for Breaking Erroneous Stock Trades; Life Settlement Securitization; Final Stage of Sarbanes-Oxley Act; Pending Bill: Fund Managers to Register as Investment Advisors
October 2009
Irwin A. Kishner, Daniel A. Etna

A Forecast of M&A Activity Within the Asset Management Industry
2009
Irwin A. Kishner, David R. Hoffman
Financier Worldwide's, "Executing Deals in Economic Downturn"
Irwin Kishner and David Hoffman co-author the article, "A Forecast of M&A Activity Within the Asset Management Industry" in Financier Worldwide’s 2009 International Mergers & Acquisitions e-book entitled "Executing Deals in Economic Downturn."

Corporate Alert: Court Rejects Rating Agencies’ Reliance on First Amendment Protection in Investment Collapse Suit; SEC Investor Advisory Committee Announces Formation of Subcommittees; Can a Company Sue a Director of Its Subsidiary for Wrongdoing?; SEC and CFTC Conduct Joint Meetings on Regulation Harmonization; SEC Proposes Ban on Flash Orders—Update
September 2009
Irwin A. Kishner, Edward B. Stevenson

Final FDIC Regulations for Failed Bank Acquisitions: What's in Store for Private Equity Investors
September 2009
Richard M. Morris, Irwin A. Kishner, John A. Rogers Jr.
Private Equity Alert

Corporate Quick Hit: Directors Duties In a Sale of Control Transaction;“Flash Orders”; “Pay to Play” Practices by Investment Advisers; Division of Enforcement; First “Naked” Short Selling Enforcement Action; Advancement of Legal Expenses and Indemnification Rights; Recent Amendments to the Delaware General Corporation Law
August 2009
Irwin A. Kishner, Daniel A. Etna

Corporate Quick Hit: Involuntary Insider, Fiduciary Duties, Oral Resignation, Merger Discussions, IRS Regulations, Failure of Closing Condition, Regulating Private Investment Funds, Compliance Period, “Penalty Pilot” Program
February 2009
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: Statute of Frauds; Expand Net Operating Loss Carry-Forward; FinCEN Withdraws Certain Anti-Money Laundering Rule Proposals; Tax Break to Banks
November 2008
Edward B. Stevenson, Irwin A. Kishner

Corporate Quick Hit: Material Adverse Effect Clause;  Offshore Fund Deferrals; Suspension of Continued Listing Requirements; SEC "Naked" Short Selling Antifraud Rule; Credit Default Swaps;  Policy Statement on Equity Investments
October 2008
Irwin A. Kishner, Daniel A. Etna

Corporate Alert: NYSE and NASDAQ Modify Independent Director Tests; Guidance on the Use of Company Websites; "Roadmap" for Global Accounting Standards; Coca-Cola's $2.4 Billion Chinese Gamble
September 2008
Edward B. Stevenson, Irwin A. Kishner

Corporate Alert: Analyzing LLC Interests as Securities; Restrictive Employee Stock Purchase Plan; SEC Issues New Guidance on Form 8-K and Forms 4 and 5; Proposed Reform of Credit Rating Agencies Regulation
July 2008
Edward B. Stevenson, Irwin A. Kishner

The SEC's Hedge Fund Manager Registration Rule Becomes Effective
March 2006
Patrick D. Sweeney
Loan Syndication and Trading Association (LSTA) Annual Loan Market Review
Pat Sweeney's article "The SEC's Hedge Fund Manager Registration Rule Becomes Effective" appears in the Loan Syndication and Trading Association (LSTA) Annual Loan Market Review.

Current Regulatory Developments Concerning the Distribution of Mutual Fund Shares
May 2005
Patrick D. Sweeney
The Investment Lawyer
Pat Sweeney's article entitled "Current Regulatory Developments Concerning the Distribution of Mutual Fund Shares" appears in The Investment Lawyer.

Mutual Fund Shares Distributions: the Changing Rules of the Game
February 2005
Patrick D. Sweeney
The Journal of Taxation and Regulation
Pat Sweeney authors this article on mutual fund shares distributions.