In-House Corner: Confusing Areas of Securities Law
This feature of our blog is where our in-house readers share tips, anecdotes and thoughts about things that come up in their daily practice. This particular batch of thoughts is about those areas of securities law that tend to be the most confusing [Part 2 coming soon; feel free to ping me and share your thoughts – they will be posted anonymously or with attribution, whichever you desire]:
1. "Confusing area? Proxy voting - seems I need to learn it again every year." – Park Shin-hye Doe
2. "It may not be THE most confusing, but Section 16 – Romeo and Dye can have it!" – Michelangelo Doe
3. "Rule 144: affiliate definitions, holding periods, the basic purpose of the regulation…everything. Just has never clicked for me." – Princess Beatrice Doe
4. "Why already-public companies can't just issue more common stock without registering the specific offering. If the terms of the securities are the same as what's already out there, and there is no non-public material information being held back, why all the extra rigamarole? Form S-3 is helpful but doesn't go far enough in my opinion." – Yasmine Bleeth Doe
5. "Private aircraft and perquisites. Telling C-suite execs and directors what flights they can and can't take. NO upside!" – Benjamin Button Doe
6. "Related-party transactions – I have seen companies handle this several different ways in the proxy. It appears that some disclose any relationship between a director's company and the company. But others take a more refined approach and note that as long as those transactions are conducted at arm's length, they are not disclosable as related-party transactions. Where is the line?" – Sara Smile Doe
7. "To answer honestly would be an admission against interest. Suffice it to say, much of it is pretty painful." - Daisy Duck Doe
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Public Chatter provides practical guidance—and the latest developments—to those grappling with public company securities law and corporate governance issues, through content developed from an in-house perspective.