What is Rule 144?
The Securities Act of 1933, as amended (the “Securities Act”) requires all offers and sales of securities to be registered unless there is an applicable exemption. One such exemption exists under Section 4(a)(1) of the Securities Act for “transactions by any person other than an issuer, underwriter, or dealer.” Rule 144
New and innovative ideas keep businesses one step ahead of the competition. However, dealing with idea submissions from third parties, such as independent contractors, customers, or members of the general public, can present serious issues that have the potential to derail a business as it moves forward with a new venture. Having a set of
To operate in the crypto or AI space, it is often necessary for parties to enter into a Hosting Services Agreement or Colocation Agreement to secure capacity in a data center. Those agreements can contain landmines that erupt in litigation, and unless they are quickly and satisfactorily resolved, they can threaten essential operations and cause
The U.S. Securities and Exchange Commission (the “SEC”) issued a press release on May 19, 2026, announcing proposed amendments to its rules and forms relating to registered offerings “designed to increase efficiency, flexibility, and cost savings for public companies while maintaining robust investor protections.” If ultimately implemented, these changes would likely incentivize smaller and mid-sized
In our related post titled “SEC Proposed Amendments: Registered Offerings,” we outlined the significant proposed changes to the regulatory framework surrounding registered offerings, which were announced on May 19, 2026 by the U.S. Securities and Exchange Commission (the “SEC”). In furtherance of expanding access to public markets, reducing the burden of required filings and qualifications
For decades, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) has required certain business combinations and related transactions to be reported to the Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) according to the federal premerger notification program. As part of the premerger notification program, parties to large business combination transactions must provide the FTC and DOJ with specified information about each party’s business by filing a Notification and Report Form for Certain Mergers and Acquisitions (the HSR Form) with such agencies. The FTC and DOJ then review the information before the transaction is finalized to assess potential anticompetitive and antitrust risks.
Continue Reading HSR Notification: A Return to Pre-2025 Form Requirements (For Now)
As this year’s Cybersecurity Awareness Month comes to an end, we wanted to highlight a recently enacted piece of legislation that may provide protection for your business in the event of a data breach and remind you to include your cybersecurity policies in your end-of-year policy reviews and updates.
A safe harbor for certain small
In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) when a person acquires more than 5% beneficial ownership of a voting class of
It’s a common scenario. A client or non-tax attorney says:
“We’ve put together a new LLC/partnership agreement. It should be fine because we’ve used this same agreement on all of our deals. We just changed the distributions a little.”
That sounds simple enough. But in practice, this approach almost always creates tax issues—sometimes obvious, sometimes
Join our on-demand webinar to hear a dynamic discussion on seller readiness in mergers and acquisitions. This conversation features Manny Clark, M&A attorney at Winstead, and Eric McCarthy, managing principal at Immoderata.
Don’t miss this opportunity to gain insights that could significantly impact your M&A outcome.