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Fairchild Morgan Law / Articles posted by admin

Self-Reporting May Help Token Issuers Avoid SEC Civil Penalties

March 19, 2019 | Last month, the SEC announced it had settled an enforcement action against Gladius Network LLC for failing to register its initial coin offering, a violation of Section 5 of the Securities Act of 1933. The settlement, which was devoid of civil penalties, underscores two key points: a) the offer and sale of distributed ledger or blockchain tokens can be considered sales of securities and, as such, must be registered unless a valid exemption from registration is...

2019 M&A Trend Alert

February 8, 2019 | Over the past several years, the M&A insurance space has changed significantly, particularly as it relates to representation and warranty (R&W) insurance. Historically, R&W insurance – in the context of M&A transactions – has been an underutilized and virtually obscure product. Today, however, more entities recognize the myriad benefits it provides for both buyers and sellers. R&W insurance may enable buyers to offer more competitive bids, while sellers oftentimes receive a higher percentage of the sale proceeds...

SEC Moves to Enforce “Equal or Greater Prominence” in Financial Disclosures Containing Non-GAAP Information

January 24, 2019 | In December 2018, the Securities and Exchange Commission (SEC) announced it had entered into a settlement with ADT Inc. after finding the company had emphasized non-GAAP financial measures above comparable GAAP measures in two earnings releases. The Commission imposed a $100,000 fine for violation of Section 13(a) of the Securities Exchange Act of 1934, which, through application of Regulation S-K, requires GAAP financial measures to have “equal or greater prominence” as non-GAAP information within a company’s...

Morgan Legal Group and Fairchild Law Offices combine practices; launch Fairchild Morgan Law

The merger expands team and capabilities, provides increased value for clients CHICAGO, Ill., Nov. 1, 2018: Morgan Legal Group, LLC and Fairchild Law Offices, LLC announced today they have combined their law practices to form Fairchild Morgan Law, a high-end corporate boutique law firm with offices in Chicago and Milwaukee. Fairchild Morgan Law will provide a broad range of corporate legal services with a concentration in mergers and acquisitions, joint ventures, private offerings, inbound and outbound foreign investments, commercial real estate,...

Protecting Data Assets Critical Amid Increased Technology Acquisitions

The acquisition of technology is a leading driver of mergers and acquisitions in 2018, underscoring what many insiders already know: companies are spending significant sums to acquire the technology assets that enable them to slice and dice data like never before. Still, the protection of data – both company-generated data and its byproducts – particularly by small-to-medium-sized businesses, remains casual and inconsistent. In this piece for insideBIGDATA, Geoff Morgan explores three things SMBs can do to protection their data assets. Click...

Enforceability of Trump Steel Tariffs May Depend on 50-Year-Old Law

Geoff Morgan was asked by Lawyer Monthly to comment on the pending lawsuit by the American Institute for International Steel (AIIS) challenging the constitutionality of President Trump's steel tariffs. Read more about the the challenges AIIS faces in what is sure to be an uphill battle in an uncertain political landscape. Morgan Legal Group Commentary on AIIS Lawsuit...

Illinois General Assembly Passes Bill, Establishing Statewide Historic Preservation Tax Credits

ILLINOIS GENERAL ASSEMBLY PASSES BILL, ESTABLISHING STATEWIDE HISTORIC PRESERVATION TAX CREDITS If signed into law, the bill would be a boon for developers of historic properties in Illinois June 12, 2018 | Earlier this month, the Illinois General Assembly passed SB3527, a bill which both amends and expands the River Edge Redevelopment Zone Historic Tax Credit (RERZ) and establishes a new statewide Illinois Historic Preservation Tax Credit, effectively incenting developers to undertake historic reuse projects across Illinois. If signed into law, the bill...

SEC Issues Guidance on Cybersecurity Disclosure

SEC ISSUES GUIDANCE ON CYBERSECURITY DISCLOSURE March 1, 2018 | The Securities and Exchange Commission (SEC) has issued interpretive guidance to assist public companies in preparing disclosures related to cybersecurity risks and incidents. The guidance represents the first of its kind released by the full Commission on the topic of cybersecurity for public companies. The 2018 interpretative release expands on guidance from 2011, which first outlined cybersecurity disclosure obligations. The latest interpretation also addresses two topics not previously developed by SEC staff:...

MORGAN LEGAL GROUP SPOTLIGHTED IN CHICAGOLAND CHAMBER OF COMMERCE INTERNATIONAL INSIGHTS

Originally published in the January 2018 publication of the Chicagoland Chamber of Commerce Legal Considerations for Doing Business with Americans: A Guide for Chinese And Hong Kong Companies There are plenty of growth opportunities available for Chinese and American companies, and this is an excellent time to take advantage of them. Investors and governments are supportive of bilateral operations between the two countries. Morgan Legal Group breaks down how companies in both countries can succeed with the right arrangements and legal protections. Read The...

HAVE AN ESCAPE HATCH: EXIT STRATEGIES FOR UNWINDING JOINT VENTURES

HAVE AN ESCAPE HATCH: EXIT STRATEGIES FOR UNWINDING JOINT VENTURES Starting a joint venture is often exhilarating. The parties have grand plans for the future, and the decision to launch is most often the result of thorough analysis with a vision for the future and the conclusion that the whole will be significantly greater than the sum of the parts. The participants are eager to move forward and begin realizing the success of the venture. Because the venture partners are, at...