Articles by Matthew W. Runkel

NEW SEC RULES ALLOW GENERAL SOLICITATION AND GENERAL ADVERTISING IN PRIVATE OFFERINGS UNDER RULE 506

The Securities and Exchange Commission on Wednesday, July 10, issued final rules lifting the longstanding prohibition of general solicitation and general advertising in private offerings of securities conducted in reliance on Rule 506 of Regulation D under the Securities Act of 1933. The new rules, … Read More »

TERM SHEETS: KEEPING YOUR NONBINDING DEAL POINTS FROM BECOMING “CONTRACTS TO NEGOTIATE AN AGREEMENT”

Date: May 29th, 2013

Term sheets serve several important functions in the early and intermediate stages of many business transactions. These documents—also called letters of intent and memoranda of understanding—enable parties to frame and negotiate the essential elements of a transaction, including determining if a meeting of the minds … Read More »

“FAMILY OFFICES” EXCLUDED FROM FEDERAL INVESTMENT ADVISER REGISTRATION

Date: January 13th, 2012

The Investment Advisers Act of 1940 (the “Advisers Act”) generally requires “investment advisers” to register with the Securities and Exchange Commission (the “SEC”) and comply with a variety of ongoing disclosure and other regulatory requirements. An “investment adviser,” as broadly defined under the Advisers Act, … Read More »

DELAWARE COURT OF CHANCERY RULES PREFERRED STOCKHOLDERS CAN BRING STOCKHOLDER DERIVATIVE ACTIONS

Date: July 1st, 2010
Categories: Corporate Law

In MCG Capital Corp. v. Maginn (Del. Ch., Civil Action No. 4521-CC, May 5, 2010), the Delaware Court of Chancery decided the first case to come before it directly addressing the standing of a preferred stockholder of a Delaware corporation to bring a stockholder derivative … Read More »

DELAWARE COURT OF CHANCERY REFUSES TO DISMISS CLAIM OF AIDING AND ABETTING AN LLC MANAGER’S BREACH OF FIDUCIARY DUTY

Date: February 4th, 2010

In Julian v. Julian, No. 4137-VCP (Del. Ch. Sept. 9, 2009), the Delaware Court of Chancery identifies the standard for asserting that a defendant aided and abetted a breach of fiduciary duty by a limited liability company’s manager. The LLC in question paid management fees … Read More »