In its capacity as statutory agent for some of our client companies, our firm’s statutory agent corporation, Acme Agent, Inc., has recently received this “Corporate Minutes Disclosure
Statement” from a company called Ohio Corporate Compliance. You may have received a similar notice. You should not respond to this notice if you receive it. Despite containing a small
disclaimer that it is a solicitation from a private company, the notice is made to appear as if it were an official government document that requires a response. However, this is not a document required from any governmental agency, and the information requested is not information that the Ohio Secretary of State would be asking of the vast majority of companies. The notice is very similar to a notice sent by the same company in early 2009.
If you do respond to the solicitation, you will be providing Ohio Corporate Compliance with internal, confidential corporate information such as the names of your shareholders, directors, and officers, in addition to paying an unnecessary $150 annual fee. In return, you may only receive some form corporate document with your company-specific information inserted. The solicitor does not commit—nor is it authorized—to make any public filing. However, the private information you provide may be used by this company for other purposes.
We have informed the Ohio Secretary of State’s Legal Department that these notices are being sent so that they may investigate and respond as they deem appropriate. We understand that the matter may be referred to …
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Many community banks under pressure to raise capital are considering selling new shares of stock to investors; however, doing so may cause some banks to be required to register under Section 12(g) of the Securities Exchange Act of 1934. The Act provides that even if a company has never made a public offering of stock, it must register its stock with the SEC if has more than $10 million in assets and 500 shareholders of record. Once registered, the company must comply with the SEC’s costly periodic reporting requirements.
Even the smallest of banking organizations typically have more than $10 million in assets so the important requirement to avoid registration is to remain below 500 shareholders of record. As banks seek new investors, remaining below the threshold becomes difficult.
The American Bankers Association has long argued that the 500 shareholders threshold should be raised to somewhere between 1,500 and 3,000. The ABA argues that when the 500 shareholders threshold was set in 1964, the number of investors in the marketplace and the market presence of 500 shareholders were 3-6 times smaller than they are now. Thus, the 500 shareholders threshold should be increased 3-6 times. The ABA laments that many community banks have had to redeem stock at the expense of capital to reduce the number of their shareholders of record to below 300, the requirement to deregister under the Exchange Act.
The SEC has considered updating the 500 shareholders threshold at various times since 1996 but has not yet …
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Having your laptop or smartphone searched or detained by Customs on your way back from a business trip would be a nightmare for most travelers, including bankers and other finance professionals. However, this scenario is quite possible under new governmental policies. In 2009, Customs and Border Protection (“CBP”) and Immigration and Customs Enforcement (“ICE”) both issued their respective new policies on border searches of electronic devices. It was a coordinated effort of CBP and ICE to update and harmonize their border policies to detect an array of illegal activities, including terrorism, cash smuggling, contraband, child pornography, copyright, and export control violations.
With all the technology innovations that allow business travelers to carry massive amounts of information in small electronic devices, CBP and ICE are facing an enormous challenge. On the one hand, travelers have a legitimate right to carry information on electronic devices. In that respect, there are serious concerns regarding the traveler’s expectation of privacy. On the other hand, the government has a duty to combat illegal activities and to enforce U.S. law at the border. The difficulty is finding the right balance between the government’s duty to enforce the law and the rights of travelers.
The legal basis for ICE and CBP policies is the border search exception to the Fourth Amendment requirement that officers obtain a warrant before searching someone’s property. But, assuming that they have this power, another key issue is exactly what CBP and ICE are allowed to do with one’s laptop. In short, they …
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