Stinson Leonard Street Dodd Frank

MAKING SENSE OF DODD-FRANK

The Dodd-Frank Act has broad and deep implications that will touch every corner of financial services and multiple other industries. This site, developed and maintained by attorneys at Stinson Leonard Street, is dedicated to making sense of this complex legislation and helping businesses understand how it will affect them specifically. Our Bloggers »

Dodd-Frank Blog

Updates to Minnesota Corporate Laws

M&A, Public Companies and Securities The Minnesota legislature is on the verge of approving several changes to the Minnesota Business Corporation Act, Chapter 302A of the Minnesota Statutes (the MBCA), in order to modernize the statute and follow the lead of Delaware in several areas. The bill in question passed the Minnesota House of Representatives on March 12th and had […] Read more →

by   |   March 22, 2018

Fintech Company Subject to SEC Enforcement Action for Exceeding Rule 701 Option Grant Limit

Employment, Executive Compensation, Litigation, Public Companies and Securities Subject to its limits, Rule 701 permits non-reporting companies to grant employees equity without registration under the Securities Act of 1933.  One component of Rule 701... Read more →

by   |   March 17, 2018

Business Judgment or Entire Fairness: The Meaning of Delaware’s Interested Director Statute

M&A Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with... Read more →

by   |   March 14, 2018

Court Considers Interaction between Alleged Controlling Stockholder and Corwin

M&A In Re Rouse Properties, Inc. Fiduciary Litigation considers what the Delaware Court of Chancery describes as a pattern in the post-Corwin, post-MFW world. The pattern involves... Read more →

by   |   March 11, 2018

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SEC Cybersecurity Disclosure and Controls Checklist

Public Companies and Securities In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies.... Read more →

by and   |   March 5, 2018

SEC Approves NYSE Rule Modifying Requirements for Physical Delivery of Proxy Materials

Public Companies and Securities Just as proxy season gets into full swing, the SEC has helpfully approved a modification to the NYSE’s rules regarding physical delivery of proxy material to the Exchange. As we... Read more →

by   |   March 1, 2018

Ford and Alphabet Receive SEC Comments on New Revenue Recognition Standard

Public Companies and Securities Ford and Alphabet have received SEC comments on their initial disclosures under FASB’s new revenue recognition standard. Both required more than one round to clear. Ford Initial... Read more →

by   |   February 28, 2018

CEO’s Statements Preclude Reliance on Deal Price in Appraisal Proceeding

M&A The recent decisions by the Delaware Supreme Court regarding appraisal rights decisions in DFC and Dell provide that the appraisal statute requires that the trial judge must... Read more →

by   |   February 23, 2018

Delaware Supreme Court Finds Failure to Disclose Director Dissent in M&A Transaction Material

M&A The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman.  The case... Read more →

by   |   February 20, 2018