The Securities and Exchange Commission on August 26, 2020 adopted changes to the business, legal proceeding and risk factor disclosures made by public companies and companies going public. This was one of two actions taken by the SEC on that date; see our blog post describing changes to the definition
Investment Advisors
Syndicated Term Loans and U.S. Securities Laws
By Rob Evans on
Recently, the U.S. District Court in the Southern District of New York held in Kirschner v. J.P. Morgan[1] that a syndicated term loan was not a “security” under several state securities (or Blue Sky) laws. While the ruling did not interpret federal law, it supports the position that syndicated…
Third Circuit Clarifies Board Observers Are Not Subject to Section 11 Liability
By Barry Bendes on
It is common for investors in venture capital and private equity transactions, and in other investment arrangements, as a condition to their investment, to have rights to appoint board observers when director representation is not available. An unanswered question has been the extent to which a board observer has liability…