Fredrikson & Byron, P.A.
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Articles

corporate & securities

SEC Says Social Media Releases Can Satisfy Regulation FD
April 2013

Securities Industry M&A and Broker Compensation Practices
Steven J. Dickinson, February 2013

ISS Issues Updated Voting Guidelines Ahead of 2013 Proxy Season
Andrew M. Nick, February 2013

Waiting for Godot: DOJ Finally Issues Much-Anticipated FCPA Guidance
Dulce J. Foster & Lousene M. Hoppe, February 2013

New HSR Filing Thresholds Announced
Adam J. Miller, February 2013

SEC Staff Provides Guidance on New Legislation Addressing Disclosure of Business Activities With Iran
Scott J. Dorfman, February 2013

SEC Releases 2012 Annual Report on the Dodd-Frank Whistleblower Program
Joseph J. Schauer, February 2013

Do as I say, not as I do: Aging Investment Advisers and Other Business Owners Face Succession-Planning Challenges
Ryan G. Miest, December 2012
(as published in the 12/23/12 Star Tribune Business Forum)

SEC Adopts Final Conflict Minerals Disclosure Rule
Amanda K. Schmall, November 2012

Roadmap for Selecting Diverse and Qualified Board Members
Elizabeth M. Dunshee & Alexis Hamilton, Summer Associate, November 2012

An Issuer’s Guide to Cost Basis Reporting
Elizabeth M. Dunshee & Vincent L. Pham, Summer Associate, November 2012

Confidentiality Agreements: Delaware Courts Remind Us Why They Matter
Rhona E. Shwaid & Timothy Billion, Summer Associate, August 2012

SEC Adopts Final Rules Relating to Compensation Committees and Compensation Advisers
Ruliin Li, August 2012

Crowdfunding as an Economic Development Tool
Robert K. Ranum, August 2012

Supreme Court Provides Guidance on Tolling of § 16(b)’s Two-Year Statute of Limitations
Sean M. Nagle, August 2012

JOBS Act Rewrites Rules on Emerging Company Financing
Robert K. Ranum, March 29, 2012, Updated April 5, 2012

Executive Succession Planning
Elizabeth M. Dunshee, March 2012

SEC Advisory Committee Joins in Call to Relax Restrictions on General Solicitation in Private Placements
Robert K. Ranum, March 2012

SEC Adopts Net Worth Standard for Accredited Investors Required by the Dodd-Frank Act
Alexander Rosenstein, March 2012

FTC Issues Increased Hart-Scott-Rodino Filing Thresholds
Rcihard J. Wegener, March 2012

Congress Considers “Crowdfunding” and Other Changes in Securities Laws
Robert K. Ranum, January 2012

SEC Issues Guidance on Cybersecurity Disclosures
Alexander Rosenstein, December 2011

SEC Approves New Rules Regarding Listing Standards for Reverse Merger Companies
Christopher J. Melsha, December 2011

Exclusive Forum Selection Clauses
John F. Wurm, December 2011

SEC Provides New Guidance on Rule 14a-8 Shareholder Proposals
Scott J. Dorman, December 2011

Update on the Ever-developing Landscape of Shareholder Proposals
December 2011

SEC Will Not Appeal Proxy Access Decision
September 2011

SEC Approves Whistleblower Rules
Ruilin Li, September 2011

SEC Approves New Exchange for Small Cap Issuers
Christopher J. Melsha, September 2011

IRS Issues Clarifications to Internal Revenue Code § 162(m)
Debra J. Linder, September 2011

FTC Adopts Amendments to the Hart-Scott-Rodino Notification Form
Adam J. Miller, September 2011

The Use of Social Media in Corporate Communications
Andrew M. Nick, September 2011

The Board’s Responsibility for Corporate Culture, Selected Governance Concerns and Tools
for Addressing Corporate Culture and Board Performance, Kuala Lumpur, Malaysia

John H. Stout, May 5, 2011

The Allocation of Responsibility Between Directors and Shareholders
Malaysian Alliance of Corporate Directors Conference, Kuala Lampur, Malaysia

John H. Stout, May 2-4, 2011

Proxy Season 2011: Impact of the Dodd-Frank Act
Ryan C. Brauer & Sean M. Nagle, February 23, 2011

Raising Capital Through Online Social Networking – A Violation of Securities Laws?
Todd A. Taylor, October 2009

Stock Option Repricing Plans Showing Signs of Comeback in Wake of Economic Crisis
Scott J. Dorfman, October 2009

Corporate Governance in the Middle East
John H. Stout, September 2009

Doing Right When Things Go Wrong: Directors’ Duties in the Zone of Insolvency
Todd A. Taylor, September 2009

Reincorporation in North Dakota? How the North Dakota Publicly Traded Corporations Act May Impact Corporate Governance
Harleigh E. Brown, September 2009

Delaware Supreme Court Confirms Equivalent Duties of Officers and Directors – Gantler v. Stephens, 965 A.2d 695 (Del. 2009)
Matthew T. Boos, September 2009

E-Proxy Rules Now Effective for All Public Companies
Ryan C. Brauer, April 2009

Public Companies Soon Required to Provide Financial Information in Interactive Format
Scott J. Dorfman, April 2009

Government Attention on Private Equity Could Mean Changes for the Industry
Lisa Holter, Timothy R. Nelson & Leigh-Erin Irons, April 2, 2009

The American Recovery and Reinvestment Act Becomes Law
Summary Authored by Karla L. Reyerson, February 17, 2009

Update from the Practicing Law Institute’s 40th Annual Institute on Securities Regulation
Robert K. Ranum & Elizabeth M. Dunshee, December 2008

Internal Controls over Financial Reporting for Non-Accelerated Filers
Erik E. Malinowski, October 2008

SEC Releases Proposed Amendments Regarding Mandatory Adoption of XBRL
Scott J. Dorfman, August 2008

SEC Announces One Year Extension of Auditor Attestation Requirements in Sarbanes-Oxley Act for Small Companies
Alexander Rosenstein, August 2008

Practical Guidance on Executive Compensation Disclosure
Elizabeth M. Dunshee, April 2008

What You Need to Know about Disposing of Consumer Information
Harleigh E. Brown, April 2008

Smaller Company Reporting Rules: Impact on 2008 Form 10-K and Proxy
Ryan C. Brauer, April 2008

SEC Significantly Revises Rule 144
Scott J. Dorfman, April 2008

Long Awaited FTC Rule: Highlights of the Revisions
Emily E. Duke & David P. Weber, June 2007

Delaware Supreme Court Addresses Board Fiduciary Duties
Rhona E. Shwaid, November 2006

SEC Adopts New Disclosure Rules Concerning Executive Compensation
Thomas F. Steichen, Ruilin Li & Scott Dorfman, Summer Associate, November 2006

NASDAQ Introduces New Market Structure
Ryan C. Brauer, November 2006

SEC Offers Relief to Smaller Public and Newly Public Companies from Internal Control Requirements of Sarbanes–Oxley
September 2006

SEC Adopts New Rules for Executive Compensation
August 2006

SEC Approves Nasdaq's Registration as a National Securities Exchange
July 2006

Recent Developments in Sarbanes-Oxley Implementation
June 2006

The Board's Role in Compliance
John H. Stout, March 2005

Assessing the Risks of Corporate Directorships
John H. Stout, February 2005

The Boardroom View: Directors Weigh in on the Annual Meeting
John H. Stout, October 2004

Minnesota Business Corporation Act
Neil A. Weikart, September 2004

Significant Amendments to Form 8-K
Rhona E. Shwaid & Adam Thimmesch, Summer Associate, September 2004

Proposed Tax Regulations Ease Tax-Free Merger Planning
Thomas W. Garton, September 2004

Corporate Governance and the Liability of Boards of Directors
John H. Stout, June 2004

Corporate Governance and Organizational Integrity
John H. Stout, June 2004

Corporate Responsibility Compliance, Prevention and Best Practices
John H. Stout, April 2004

Corporate Governance and the Liability of Boards of Directors
John H. Stout, April 2004

How to Secure Funding for a Biotech Business
Patrick J. Kelly, April 2004

Hot Topics & Current Developments
John H. Stout, April 2004

To Pay or Not to Pay
John H. Stout, April 2004

Active Boards Can Help Family Business in Transition
Larry D. Hause & Cary J. Tutelman, February 2004

How Much Effort Does "Best Efforts" Entail?
Paul B. Jones & Carrie L. Seele, February 2004

Women on Boards
John H. Stout, November 2003

Announcing Annual and Quarterly Results Under the New Rules
Robert K. Ranum, September 2003

Business Combinations After Omnicare: It Ain't Over 'Til Its Over
Barbara Müller & John F. Wurm, September 2003

Personal Goodwill Can Minimize the Corporate Double Tax When Selling the Assets of a Business
Sean P. Kearney, September 2003

Presentation to the Twin Cities Harvard Business School Club
John H. Stout, August 19, 2003

Road to Better Business Reputations Will Not Be Smooth or Painless
John H. Stout, May 2, 2003

Presentation to the MSBA Health Law Section
John H. Stout, April 18, 2003

Korn Ferry's 29th Annual Board of Directors Study - 2002
John H. Stout, November 19, 2002

Corporate Ethics, Governance and Entrepreneurial Leadership
John H. Stout, November 13, 2002

Challenge of the Current Corporate Governance Environment, Presentation to the Minnesota Chapter of National Association of Corporate Directors
John H. Stout, October 17, 2002

Presentation to Bank Holding Company Fall Seminar 2002
John H. Stout, October 8, 2002

Presentation to NAAG/NASCO 2002 Charitable Trust and Charitable Solicitations Seminar
John H. Stout, October 7, 2002

Twelve Lessons For Corporate Directors From Recent Governance Failures
John H. Stout, September 29, 2002

Sarbanes-Oxley Act of 2002
Melodie Rose, August 2002

Sarbanes-Oxley Act Immediate Action Items
August 2002

President Signs Corporate Responsibility and Accounting Reforms Bill
John H. Stout, August 2002

The Tortoise Becomes a Hare
John H. Stout, July 1, 2002

Corporate Governance: The Issue is Integrity, and It's a Global Concern
John H. Stout, April 2002

Ten Ways to Stay Out of Court
Robert C. Boisvert, October 1995

Spin-Offs
Thomas W. Garton, August 1995