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Digital Media, Technology & Privacy Alert >> SEC Permits Certain Uses of Social Media by Investment Advisers and Representatives - Alert - 04/16/2014

The SEC’s guidance is a welcome step forward and adds to the growing body of regulatory guidance for social media usage in the financial services sector. All participants in the financial services industry should develop or carefully review their social media policies and procedures to ensure compliance with the specific requirements set forth in the guidance.


Corporate Alert >> Governor Signs Nonprofit Revitalization Act of 2013 Into Law - Alert - 02/26/2014

The New York Nonprofit Revitalization Act simultaneously eliminates certain obstacles to the formation and governance of nonprofits, while also instituting stricter oversight procedures. In light of these changes, each New York nonprofit will now generally need to examine whether to: (1) adopt a conflict of interest policy or revise its existing policy, (2) adopt a whistleblower policy, (3) form an audit committee, (4) ask an employee who is acting as chair of the board to resign, and (5) revise certain provisions of its by-laws.

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Corporate Alert >> SEC Adopts Amendments to Private Offering Rules - Alert -  08/13/2013

by Ralph W. Norton and Abiskar Mitra

The SEC adopted final rule amendments implementing certain mandates under the Jumpstart Our Business Startups Act (JOBS Act) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The revised rules should significantly improve the ability of many businesses to raise capital.

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Advertising, Marketing & Promotions Alert >> SEC Confirms Companies May Use Social Media to Announce Material Information - Alert -  04/11/2013

By: Ralph W. Norton; Gary A. Kibel; Allison Fitzpatrick; Joseph A. Sena; Jr.

The Securities and Exchange Commission (SEC) clarifies in a recent report that companies may use social media outlets such as Facebook and Twitter to announce material information in compliance with Regulation FD (Fair Disclosure), so long as investors have been alerted as to which social media channel will be used to disseminate this information.


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Corporate Alert >> The JOBS Act Eases Registration Requirements and Restrictions - Alert -  08/14/2012

By Ralph W. Norton

The Jumpstart Our Business Startups (JOBS) Act, which was signed by President Obama on April 5, 2012, could significantly improve fundraising prospects for many businesses.



Davis & Gilbert LLP Represents Weather Underground in Recent Merger - Press Release - 07/24/2012

New York, NY, July 24, 2012 – Davis & Gilbert acted as lead counsel to the world’s first online weather service, Weather Underground, in its acquisition by industry leader and competitor, The Weather Channel Companies.  The acquisition, which resulted in the combination of two of the largest and most revered weather outlets, was announced publicly on July 2, 2012 and closed on July 13, 2012. Weather Underground, which runs the website wunderground.com, is known for providing the most comprehensive and reliable weather information available.


Davis & Gilbert Counsel to WPP plc in AKQA Acquisition - Press Release - 07/17/2012

New York, July 17, 2012 – Davis & Gilbert acted as lead counsel to WPP Group plc, one of the world’s largest communications groups, in its acquisition of AKQA Holdings, Inc.  AKQA is the world’s leading independent digital agency and recipient of numerous “Agency of the Year” awards, and the transaction represents one of the largest-ever acquisitions of a digital ad agency.  AKQA will operate as an independent and standalone brand within WPP Group.  AKQA had assets totaling $282 million at the end of 2011, and projects revenues of $230 million for 2012. It employs 1,160 people across offices in San Francisco, New York, Washington DC, London, Paris, Amsterdam, Berlin and Shanghai.

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Financial Fraud Law Report: Strategic Responses to the Whistleblower Provisions of the Dodd-Frank Act - Published Article -  03/10/2011

By: Daniel A. Feinstein, Ralph W. Norton, David Fisher and Jason E. Pruzansky

Many blame the recent economic struggles of the United States on an increase in white-collar crime and the greed of various members of the business community. In an effort to address such concerns, and appease voters, the federal government has taken numerous actions intended to improve the current economic difficulties and prevent future economic disasters.

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Corporate Alert >> Dodd-Frank Expands Federal Whistleblower Protections - Alert -  08/03/2010

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which President Obama signed into law on July 21, 2010, has closed a loophole in the Sarbanes-Oxley Act (SOX) whistleblower provision that prevented employees of subsidiaries or affiliates of public companies from claiming the statute’s protection from employer retaliation.

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Financial Executive: Considerations for Minority Equity Interest Owners - Published Article -  07/01/2009

By: Evan D. Weiner and Randall H. Lee

Investors with a minority equity interest in closely held companies require a variety of legal protections relating to the general operations of the business. These owners typically have limited control over the management of the company, as they often do not have enough voting power to influence the actions the company may take.

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Insolvency & Bankruptcy Alert >> Dealing with Advertisers & Vendors in Bankruptcy - Alert -  02/03/2009

Politicians spend considerable time talking about the troubles on Wall Street affecting the pocketbooks of those on Main Street, but they neglect to mention there is another street that is a significant bellwether of the economy, Madison Avenue. That’s where slashed marketing budgets, bankruptcies of once large advertisers and the implosion of online-ad networks are putting the squeeze on the advertising industry.

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The Metropolitan Corporate Counsel: Licensing: Key Considerations in Obtaining And Negotiating A Trademark License - Published Article -  10/03/2008

By: Joseph A. DiMiceli and Matthew Solloway

The use of trademark licensing has become a widespread business strategy to increase sales and profitability and to build and extend the power of a brand. According to the industry publication License! Global’s 2007 Industry Annual Report, the market for retail sales of licensed merchandise is an estimated $200 billion worldwide. With the increasing use of licensing as a means of growing their businesses, manufacturing business owners are increasingly facing decisions of whether to obtain a trademark license in order to create branded products.

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The Metropolitan Corporate Counsel: Critical Issues In Structuring Shareholders Agreements Of Closely Held Companies - Published Article -  06/01/2008

By: Brad J. Schwartzberg and Joshua Walker

In many instances the relationship among shareholders of closely held companies draws comparisons to that of a marriage, and as you might expect, the agreement that governs certain aspects of that relationship similarly draws comparisons to that of a prenuptial agreement. In essence, a well-drafted shareholders agreement should provide for a contractual resolution of an assortment of issues before they become problems.  Addressing these issues early on (at a time when all shareholders are getting along), often avoids possible litigation later, and in many instances will allow the company to continue its day-to-day operations with minimal disruptions. Although this article generally focuses on shareholders agreements (agreements that govern the relationship among shareholders of  corporations), the same issues apply to the agreements for equity holders of limited liability companies and partnerships.

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The Metropolitan Corporate Counsel: When Is A Repurchase Agreement Not A Repurchase Agreement? Testing The Limits Of Bankruptcy Protections Afforded Mortgage Loan Warehouse Providers - Published Article -  03/01/2008

By: Joseph Cioffi and Joseph Falcone, Director, Counsel at Natixis Capital Markets, Inc.

The title of this article may sound like a trick question, but American Home Mortgage Corp. (“American Home”), a residential mortgage loan originator and Chapter 11 debtor in Delaware Bankruptcy Court, became the first originator to seriously pose this question and challenge the safe harbor provisions of the Bankruptcy Code (the “Code”) that were specifically broadened in recent years to include mortgage loan repurchase agreements (otherwise known as “mortgage loan repos”). American Home’s opposition to certain financial institutions which helped finance its mortgage loan originations to consumers serves as both a cautionary tale for mortgage loan repo participants and an affirmation by the Bankruptcy Court of the broad protections intended by Congress to be granted to such participants.


DM News // DM World Sees Upset in M&A Activity - Press Mention - 10/12/2007

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The Metropolitan Corporate Counsel: Attracting And Retaining Key Employees By Offering Equity-Based Incentive Compensation  - Published Article -  06/01/2007

By: Evan Weiner and Brad J.Schwartzberg

As the marketplace continues to grow more competitive, companies are often
searching for creative ways to compensate their key people. By simply relying on base salary and an annual bonus to attract and retain critical employees, companies may find themselves at a competitive disadvantage in today’s environment. This struggle to remain competitive, together with increasing recruiting costs, has prompted many companies to explore additional compensation methods. While there are many forms of incentive compensation available, this article will focus on equity based incentive compensation, both real equity (actual stock or stock options in the company) and phantom equity (a contractual right which mirrors real equity).

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The Metropolitan Corporate Counsel: Controlling Interest Transactions: Advantages, Disadvantages and Complexities of Selling Less Than 100% of a Company - Published Article -  10/01/2006

By: Brad J. Schwartzberg and Alexander Barry

When business owners begin to contemplate a sale of their company, they will often only think in terms of selling 100% of their business, and, in fact, a majority of merger and acquisition transactions have been structured in this very manner. However, there are an increasing number of buyers and sellers that are entering into transactions in which the buyer is purchasing a majority (but not 100%) of the ownership interest in a business, resulting in the sellers retaining a significant minority position. This structure can be very attractive, especially for service sector businesses where the owners of a company are often critical to ongoing operations. This article will focus on the structural and corporate aspects of such a decision. There are also numerous tax issues involved in this decision, discussion of which will be left to another day.

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The Metropolitan Corporate Counsel: Choosing the Right Business Entity - Published Article -  02/01/2006

By: Brad J. Schwartzberg and Jason M. Abramson

Choosing the right business entity to operate a new business venture can be one of the most daunting decisions that a business owner must make. The decision is complicated by the current legal environment where periodic changes in federal and state laws have from time to time materially altered some of the significant factors in the analysis. This article is intended to provide a general summary of some of the advantages and disadvantages of three specific types of business entities that are most commonly used by business owners today: (1) the C corporation; (2) the S corporation; and (3) the limited liability company (LLC). Please note that this article is resented for informational purposes only, and is not intended to constitute legal, tax or accounting advice.

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