Public Benefit Corporation

Beginning on August 1, 2013, the Delaware General Corporation Law will authorize the formation of public benefit corporations. The new provisions will allow entrepreneurs and investors to create for-profit Delaware corporations that are charged with promoting public benefits. These provisions modify the fiduciary duties of directors of PBCs by requiring them to balance such benefits with the economic interests of stockholders. In addition, the new provisions will require public benefit corporations to report to their stockholders with respect to the advancement of such non-stockholder interests.


via MNA&T,, TheConglomerate, NewsWorks

Conflict Minerals規則に関する訴訟 (1)—SECの勝訴—Nat’l Ass’n of Mfrs. v. SEC, 2013 U.S. Dist. LEXIS 102616 (July 23, 2013)

金融規制改革法の1504(資源採掘発行体(resource extraction issuers)に関する規則)について,先般,SECの規則が無効になったのですが,同法1502(紛争鉱物に関する開示)について,ワシントン特別区合衆国地方裁判所は,正式事実審によらない判決(summary judgment)に基づき,規則を維持し,原告の請求を棄却しました。

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission promulgated a rule imposing certain disclosure requirements for companies that use “conflict minerals” originating in and around the Democratic Republic of the Congo (the “Conflict Minerals Rule,” “Final Rule,” or “Rule”). The plaintiffs in this action—the National Association of Manufacturers , the Chamber of Commerce, and Business Roundtable (collectively, “Plaintiffs”)—challenge various aspects of the SEC’s Final Rule as arbitrary and capricious under the Administrative Procedure Act. Plaintiffs also mount a constitutional attack against both the Rule and Dodd-Frank Section 1502, claiming that the disclosures required by the SEC and by Congress run afoul of the First Amendment. Finding no problems with the SEC’s rulemaking and disagreeing that the`conflict minerals” disclosure scheme transgresses the First Amendment, the Court concludes that Plaintiffs’ claims lack merit. Accordingly, … the Court, for the reasons that follow, will DENY Plaintiffs’ Motion for Summary Judgment and will GRANT the Commission’s and Intervenors’ Cross-Motions for Summary Judgment. (citations and footnote omitted)

via S&S, DP&W, GD&C

NYSEの株主総会に関する規則改正(LCM 312.07)


  • 新 312.07 Where Shareholder

Where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, or where any matter requires shareholder approval, the minimum vote which will constitute shareholder approval for such purposes is defined as approval by a majority of votes cast on a proposal in a proxy bearing on the particular matter.

Amended: July 11, 2013 (NYSE-2013-47).

  • 旧 312.07 Where Shareholder

Where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, the minimum vote which will constitute shareholder approval for listing purposes is defined as approval by a majority of votes cast on a proposal in a proxy bearing on the particular matter__, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal__.

via GD&C, S&C




  • Source: Robert Shiller, author’s calculations. 1-day returns since 1930, via S&P Capital IQ.

  • Source: Robert Shiller, author’s calculations.

第一のグラフは,1871年から2012年までのS&P 500の月次のリターンについて,様々保有期間の間で,配当やインフレを調整して,その投資リターンを計算したものです。


via The Motley Fool



  • Capital raised through Regulation D offerings continues to be large—$863 billion reported in 2011 and $903 billion in 2012.
  • Since 2009, hedge funds reported raising $1.3 trillion through Regulation D offerings. Private equity funds reported $489 billion; non‐financial issuers3 reported $354 billion. Foreign issuers account for 19% of the total amount sold.
  • Since 1993, the number of Regulation D offerings is highly, positively correlated with market performance, suggesting that the health of the private market is closely tied to the health of the public market.
  • Because there is no Form D closing filing requirement, the amount of capital raised through Regulation D offerings may be considerably larger than the amounts disclosed. Only 63% of capital sought since 2009 is reported as sold within 15 days of the first sale.
  • Rule 506 accounts for 99% of amounts sold through Regulation D. More than two‐thirds of non‐fund issuers could have claimed a Rule 504 or 505 exemption based on offering size, indicating that issuers value the Blue Sky law preemption allowed under Rule 506.
  • Consistent with the original intent of Regulation D to target the capital formation needs of small business, there have been more than 40,000 issuances by non‐financial issuers since 2009 with a median offer size of less than $2 million.
  • Form D filings report that more than 234,000 investors participated in Regulation D offerings in 2012, of which 91,000 participated in offerings by non‐financial issuers, more than double the number of investors participating in hedge fund offerings. Nonaccredited investors were present in only 10% of Regulation D offerings.
  • Only 13% of Regulation D offerings since 2009 report using a financial intermediary (broker‐dealer or finder). The real estate issuers use intermediaries the most (27% of offerings), while hedge funds use them the least (6% of offerings).
  • When an intermediary is used, commissions or fees are 6% of the offering, on average, for offerings under $1 million. The rate monotonically declines to less than 2% for offerings greater than $50 million.


Justice Steele at Society Conference


He also summarized the recent case on exclusive forum jurisdiction (see our memo), stating that the “sole issue” remaining is whether other courts will recognize the Delaware internal affairs doctrine. That case has not yet been appealed, but in response to an unrelated inquiry, Justice Steele pointed out that 93% of cases from the Chancery Court are affirmed on appeal.

via DP&W