Federal Securities Law Source

Bob Tannous

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Bob has a proven track record representing public companies in federal securities, mergers and acquisitions, and corporate law issues. Along with representing clients on general corporate matters and business transactions, he also advises them on securities registrations, ongoing securities reporting and compliance, proxy statements, stock exchange compliance, reforms under the Sarbanes-Oxley Act of 2002, executive compensation plans, corporate governance, and mergers and acquisitions.

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Paycheck Protection Program loan necessity questionnaire

Borrowers of Paycheck Protection Program (PPP) loans – together with their affiliates – who have loans in excess of $2 million and seek loan forgiveness will potentially need to complete necessity questionnaires according to the Small Business Administration. There are separate forms for for-profit and non-profit businesses and will likely affect 52,000 borrowers. My colleagues … Continue Reading

Will the DOL continue to make ESOPs a compliance priority?

Greg Daugherty, our colleague at Employee Benefits Law Report shared a post exploring whether or not the Department of Labor (DOL) under President Trump will continue to make employee stock ownership plans (ESOPs) a compliance priority. A recently filed case suggests that the DOL may continue to make a priority out of investigating potential abuses in ESOP transactions. … Continue Reading

FTC revises HSR and interlocking directorate thresholds

The Federal Trade Commission has announced annual filing threshold revisions under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act that set new antitrust reporting standards. Jay Levine, our colleague at Antitrust Law Source, provides perspective about the updated HSR requirements in his recent blog post. Read the full article here: “FTC revises HSR and interlocking directorate thresholds.”… Continue Reading

SEC votes to propose executive compensation rules

On April 29, 2015, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission (SEC) voted 3 to 2 to approve a proposed amendment to executive compensation rules in Item 402 of Regulation S-K. The proposed amendment directs the SEC to adopt rules requiring registrants to disclose in … Continue Reading

“The Bandits’ Club” gets its due

Our colleagues at Antitrust Law Source posted an interesting update about probable charges alleging that traders at approximately a dozen global banks – including Deutsche Bank, JPMorgan Chase, Barclays, and USB – fixed the foreign exchange market, or “forex,” market. The U.S. Department of Justice may bring charges by the end of the year. Read … Continue Reading

U.S. Commerce Department acknowledges that conflict minerals are too hard to track

According to a Wall Street Journal article reported by Emily Chasen, Senior Editor at The Wall Street Journal‘s CFO Journal, on Sept. 5, 2014, the U.S. Commerce Department acknowledged “it cannot determine which refiners and smelters around the world are financially fueling violence in the war-torn Congo region.” The WSJ article noted that companies including … Continue Reading

SEC adopts money market fund reform

On July 23, 2014, the Securities and Exchange Commission announced that it adopted amendments to the rules governing money market mutual funds. Read a copy of the final rules. These amendments complete some long-awaited steps to make structural and operational reforms to address risks of investor runs in money market funds to address investor runs out of … Continue Reading

Keeping up with the dot-anythings

For the past several weeks, our colleagues at Technology Law Source have been working hard to keep readers apprised of developments related to The Internet Corporation for Assigned Names and Numbers’ new generic top-level domain (gTLD) program. This program, which is essentially redefining the face of the Internet, is likely to impact any business — … Continue Reading

Corporate law must reads — excerpts from the Federal Securities Law Blog

In the ever-changing world of corporate law, it’s important to have trusted resources that can keep an eye out for how the relentless evolution of regulation and legislation can affect business operations, governance, strategy and growth. Our goal is for the Federal Securities Law Blog, and the Porter Wright attorneys who contribute to it, to … Continue Reading

U.S. Supreme Court Hears Oral Arguments in Arbitration Case

I wanted to take a moment to share another interesting article from our litigation colleague, Brodie Butland. In late November, I shared Brodie’s article “The Case Influencing the Future of Arbitration,” which discusses BG Group PLC v. Republic of Argentina — an international arbitration case that has the potential to affect the practice of arbitration, … Continue Reading

An Academic Perspective on Shareholder Activism as a Corrective Mechanism

The editors at the Corporate Governance & Social Responsibility blog brought our attention to a recent academic paper from The Ohio State University Moritz College of Law titled “Shareholder Activism as a Corrective Mechanism in Corporate Governance.” In the paper’s abstract, authors Paul Rose and Bernard Sharfman write: Under an Arrowian framework, centralized authority and … Continue Reading

The Case Influencing the Future of Arbitration

Our colleague and member of the firm’s Litigation Department, Brodie Butland, recently wrote an interesting article for the The Business Suit, published by DRI. Because the article concerns the international arbitration case BG Group PLC v. Republic of Argentina as well as its implications for anyone facing or considering arbitration (regardless of venue), I wanted … Continue Reading

SEC Agrees to $5 Million Settlement With Two Brazilian Insider Traders

On Oct. 10, 2013, the Securities and Exchange Commission (SEC) announced that Rodrigo Terpins and his brother, Michel Terpins, have agreed to pay $5 million to settle charges that they were behind suspicious trading in call H.J. Heinz Company options one day before the company publicly announced its acquisition by Berkshire Hathaway and 3G Capital. … Continue Reading

Staying Ahead of the Regulatory Curve

Over the past several months, the SEC has issued new and updated regulations that are likely to have an impact on your business now and in the near future. The compilation of articles in this eBook — SEC Updates: Staying Ahead of the Regulatory Curve — discuss three important SEC regulatory changes: Using social media … Continue Reading

SEC Charges Revlon with Misleading Shareholders in Going Private Transaction

On June 13, 2013, the Securities and Exchange Commission (“SEC”) charged Revlon with violating federal securities laws when the company misled shareholders during a going private transaction.  Specifically, the SEC found that Revlon violated Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3(b)(1)(iii), which prohibits issuers and their affiliates in going private … Continue Reading

Introduction of H.R. 2274 – The Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2013

H.R. 2274, the Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2013, was introduced in the U.S. House of Representatives by Rep. Bill Huizenga on June 6, 2013.  The bill is intended to reduce the regulatory costs incurred by buyers and sellers of smaller privately held companies for professional business brokerage services.  The … Continue Reading

SEC Issues FAQs on Conflict Minerals & Resource Extraction

On May 30, 2013, the Securities and Exchange Commission (“SEC”) issued 12 Frequently Asked Questions (“FAQs”) providing guidance on various aspects of Securities Exchange Act of 1934 (“Exchange Act”) Section 13(p), Rule 13p-1 and Item 1.01 of Form SD relating to disclosure regarding the use of conflict minerals from the Democratic Republic of the Congo … Continue Reading

The Timken Board: Between a Rock and a Hard Place

On May 7, 2013, Timken Co. announced that its shareholders approved a nonbinding proposal from activist shareholders (Relational Investors and Calstrs—California State Teachers’ Retirement System, who together own 7.28% of the Company) to spin-off the Company’s steel business into a separate entity. The Company’s Board had opposed the proposal. The Company said that 47% of outstanding shares (53% … Continue Reading

SEC Freezes Assets in Swiss-Based Account From Suspected Heinz Acquisition Insider Trading Scheme

On February 15, 2013, the Securities and Exchange Commission ("SEC") issued a press release announcing that it had obtained an emergency court order to freeze assets in a Swiss-based trading account that was used to gain more than $1.7 million from insider trading activities in connection with yesterday’s announced acquisition of H.J. Heinz Company. In a complaint … Continue Reading

SEC Division of Corporation Finance Issues Updated Financial Reporting Manual

On January 18, 2013, the SEC Division of Corporation Finance issued an updated Financial Reporting Manual.  The Manual was updated for issues related to significance testing for related businesses, auditor responsibility for cumulative period from inception amounts, PCAOB requirements for auditors of non-issuer financial statements, and other changes.  A full summary of the changes in the updated … Continue Reading