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Full-Text Articles in Securities Law
Stock Appreciation Rights And The Sec: A Case Of Questionable Rulemaking, Stuart R. Cohn
Stock Appreciation Rights And The Sec: A Case Of Questionable Rulemaking, Stuart R. Cohn
Stuart R. Cohn
A stock appreciation rights (SARs) program is a form of deferred incentive compensation. Grantees are awarded SAR-units representing an equal number of the grantor’s equity shares currently being traded in public markets. SARs provide grantees the benefit of stock ownership without equity interest, investment, or risk of loss. Stock appreciation rights programs offer various advantages over other forms of executive compensation and have grown rapidly in number. These advantages include the availability of benefits without the requirement of monetary payments, the utilization of SARs as an interest-free form of financing the purchase of stock under tandem stock option programs, the …
Democratizing Startups, Seth C. Oranburg
Democratizing Startups, Seth C. Oranburg
Seth C Oranburg
The Jumpstart Our Business Startups Act of 2012 intends to “help entrepreneurs raise the capital they need to put Americans back to work and create an economy that’s built to last.” The goal is to “democratize startups” by making capital available to diverse entrepreneurs in new geographies. Yet the net effect of securities regulations and market conditions is the opposite. Startup companies are encouraged to stay private so capital is consolidating in large, mature firms instead of recycling into new startups. Evidence of consolidation is that once-rare “Unicorns” (billion-dollar startups) now number over 111. More money is going into huge …
The Sec's Proposed Uniform Fiduciary Standard For Investment Advisers: An Update, Barry R. Temkin, Matthew Photis
The Sec's Proposed Uniform Fiduciary Standard For Investment Advisers: An Update, Barry R. Temkin, Matthew Photis
Barry R. Temkin
It has been been three years since the Securities and Exchange Commission, acting under the authority of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, released the results of its study recommending a uniform fiduciary standard for the conduct of registered representatives and investment advisers. While SEC Chair Mary Jo White has proclaimed that adoption of a uniform fiduciary standard as a major regulatory priority, the SEC has yet to promulgate final regulations implementing the change. It is unclear whether or when a universal fiduciary standard will be adopted. Adoption of a uniform fiduciary standard could lead …
Managing Cyberthreat, Lawrence J. Trautman
Managing Cyberthreat, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Cyber security is an important strategic and governance issue. However, because most corporate CEOs and directors have no formal engineering or information technology training, it is understandable that their lack of actual cybersecurity knowledge is problematic. Particularly among smaller companies having limited resources, knowledge regarding what their enterprise should actually be doing about cybersecurity can’t be all that good. My goal in this article is to explore the unusually complex subject of cybersecurity in a highly readable manner. First, an examination of recent threats is provided. Next, governmental policy initiatives are discussed. Third, some basic tools that can be used …