U.S. DOT Releases Updated Automated Vehicle Guidance
On Thursday, October 4th, the United States Department of Transportation (U.S. DOT) updated its voluntary automated vehicle guidance with the release of Preparing for the Future of Transportation: Automated Vehicles 3.0 (AV 3.0). AV 3.0 “builds upon but does not replace” Automated Driving Systems: A Vision for Safety 2.0 , the voluntary automated vehicle guidance released in September 2017
AV 3.0 now covers additional modes of transportation such as commercial trucks and buses. Transit entities considering the use of automated transit bus systems (see CapMetro’s Project Connect in Austin, Texas) will be interested to see that AV 3.0 states that the Federal Transit Administration will provide transit agencies with tailored technical assistance as they develop an…
Locke Lord QuickStudy: Meet the New Noncompete Law in Massachusetts: FAQs
As you may know, the Massachusetts Noncompetition Agreement Act of 2018 (the “Noncompete Act”), which significantly changes the landscape for noncompetition agreements in Massachusetts, became effective on October 1. Below are answers to some frequently asked questions about the Noncompete Act.
“Disclosure Simplification” Rules Will Become Effective on November 5, 2018
The “Disclosure Simplification” rules adopted by the Securities and Exchange Commission on August 17, 2018 (for more information, see our QuickStudy available here ) will go effective on November 5, 2018. As noted in our September 27, 2018 blog post (available here ), the Division of Corporation Finance issued a new compliance and disclosure interpretation addressing the effective date of the rules providing that the new rules will apply to any filing made after the effective date but, with respect to the new requirement to present changes in stockholders’ equity, issuers can hold off for one more quarter.
Which Way Does the MAC Knife Cut
The Delaware courts have long prided themselves on the contractarian character of their approach to interpreting and enforcing agreements. In the M&A context, this has meant holding parties to the transaction they agreed to do, as reflected in IBP, Inc. v. Tyson Foods, Inc., 789 A.2d 14 (Del. Ch. 2001), and Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 965 A.2d 715 (Del. Ch. 2008). In those decisions, the Delaware Chancery Court declined to read a “material adverse change” (or “MAC”) clause broadly so as to allow a party to get out of its deal, stating in Hexion that a party seeking to invoke a MAC out bears a “heavy burden” to demonstrate that a MAC has occurred. Another strain of the contractarian approach, however, is to enforce contracts as written. This is the…
New SEC Filing Fee Rate Effective October 1st
As a reminder, effective October 1, 2018, the new SEC filing fee rate for issuers is $121.20 per $1,000,000. The fee is calculated by multiplying the aggregate offering amount by .0001212 (Filing Fee = Maximum Aggregate Offering Price x Fee Rate). Fees are collected for (a) the registration of securities pursuant to the Securities Act, (b) the repurchase of securities, proxy solicitations, tender offers, and certain other transactions pursuant to the Exchange Act, and (c) annual filings by investment companies pursuant to the Securities Act and the Investment Company Act.
Note that the SEC has a handy tool to help estimate registration filing fees, which can be found here .”
The Meaning of the SEC Chairman’s Statement Regarding Staff Views
On September 13, 2018, following the lead of other federal agencies, SEC Chairman Jay Clayton issued a reminder that SEC staff positions are nonbinding and create no enforceable legal rights or obligations of the Commission or others, and thus is to be distinguished from actions by the Commission ( www.sec.gov/news/public-statement/statement-clayton-091318 ). This statement has prompted a lot of comment about its meaning
My view is that this statement is a formalization of what has always been understood, as reflected in the standard staff disclaimer to public comments and in other staff communications, such as no-action letters and interpretive advice. The effect, if any, of the statement is likely to be some circumscription of how far the…