This article provides a discussion of the principal US Securities Act of 1933 sections, rules and regulations that may be used for registration-exempt offers and sales of securities for the purpose of raising capital and their respective requirements, advantages and disadvantages. Following the discussion, are “Deal Points” on important considerations in the exempt-from-registration offering process and what at all costs not to do.
SPACs (“Special Purpose Acquisition Companies”) burst into mainstream popularity in 2020 as a financing alternative to traditional Initial Public Offerings (“IPOs”) and private placements after years of on-again-off-again vogue. While SPACs are not for every business financing need, they have largely shed an earlier sometimes negative reputation and emerged as a mainstream alternative in the palette of financing options. This article discusses SPACs and “Deal Points” on important considerations in the SPAC IPO and business combination process and what at all costs not to do.
On August 3, 2022, a new bipartisan US Senate crypto/digital assets bill titled the "Digital Commodities Consumer Protection Act of 2022" ("DCA") was introduced by Senators Debbie Stabenow (D-MI), John Boozman (R-AR), Cory Booker (D-NJ) and John Thune (R-SD). This article compares and contrast the Lummis-Gillibrand Responsible Financial Innovation Act and the DCA. While neither bill is likely to become law in its current form, their common assumptions and elements, and that both are bipartisan efforts indicate the likely direction of U.S. regulation of crypto/digital assets.
On June 7, 2022, US Senators Cynthia Lummis (R-WY) and Kirsten Gillibrand (D-NY) introduced a bipartisan bill to regulate the cryptocurrency/digital assets market. While the Lummis-Gillibrand Bill will no doubt undergo substantial amendments before - and if - it becomes law, its bipartisan provenance points to likely directions for U.S. crypto/digital assets law and regulation. This article explains why some of the Lummis-Gillibrand provisions are revolutionary.
In a recent article in Harvard Business Review, a team of researchers showed that 78% of transformations fail. Their analysis showed that “people are the catalysts of successful transformation.” Check out this article to find out how to move beyond working in silos, incremental improvement, and isolated innovation to achieve transformation and why it’s important to have a structured process to engage leadership in setting objectives and guiding transformational change.
The number of legal ops roles was exploding. More positions were being given more responsibility and being empowered to run departments and make impactful change. Legal ops leaders were being asked to do this without tools. The ACC Legal Ops group set out to create the first of its kind maturity model, toolkit and Legal Ops 101 (the bootcamp) to really jumpstart the industry.
Florida's "Stop WOKE Act” (HB7) restricts employers from requiring diversity training that “espouses, promotes, advances, inculcates, or compels [employees] to believe” certain prohibited concepts related to race, color, sex or national origin." While Florida's law is the first of its kind, there is speculation that other states could adopt similar legislation in the future.
This article discusses the US Supreme Court's decision in Dobbs v. Jackson Women's Health Organization that will have a significant impact on abortion procedures offered under employee benefits plans.
In April 2022, Florida Governor Ron DeSantis signed the “Stop WOKE” Act (HB 7) into law. The Act has drawn national attention and debate, as it creates legal restrictions and prohibitions on what public and private employers can say or promote in workplace trainings tied to race, color, sex, and/or national origin. The Act could have potentially significant implications for employers wishing to cover topics like structural racism, white/male privilege and unconscious bias in workplace anti-discrimination and diversity and inclusion trainings.
The Centers for Medicare and Medicaid Services (CMS), as part of 2023 Physician Fee Schedule proposed rule, has proposed significant revisions to the Medicare Shared Savings Program (MSSP). The revisions to the MSSP in the proposed rule (the Rule) are designed to address the lack of growth in beneficiary participation in the MSSP and the fact that higher spending beneficiary populations, and racial and minority beneficiaries are increasingly underrepresented in the MSSP. Read this article by Foley & Lardner to learn more about the proposed revisions to the MSSP.