Kenneth C. Oh
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Kenneth C. Oh is a corporate and securities attorney in the firm’s New York office. As a transactional and securities lawyer, Mr. Oh advises publicly held and privately owned clients in a variety of industries in a broad range of corporate, securities, financing, and technology transactions. His experience includes representation of publicly-held companies, private start-ups and emerging growth companies, venture capital and private equity firms, entrepreneurs, high net individuals, broker-dealers, investment advisers, and other securities professionals.

Areas of practice include advising issuers, underwriters and investors in public offerings and private placements of equity and debt offerings, advising companies and investment professionals on regulatory, compliance and reporting requirements under federal and state securities laws and SRO regulations, advising boards on corporate governance matters, and advising clients on corporate transactions, including mergers, acquisitions, divestitures, tender offers, exchange offers, and going public and private transactions.

Mr. Oh also provides business counseling to clients on a variety of other business and transactional matters, including intellectual property licensing, technology and e-commerce transactions, information security and data privacy issues, management and employee compensation and incentive plans, and joint ventures and strategic partnering transactions. Mr. Oh also has extensive experience in business and investment litigation matters.

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Title Publisher Date
Securities Offerings Chapter 9 of the New York Practice Guide, Business and Commercial, Matthew Bender & Co. 2006
A Guide to Buying or Selling a New York Business Lorman Education Services 2001

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Does New Jersey’s New LLC Law Impact Your Business?
Posted on Monday April 07, 2014

business man w arrowNew Jersey’s Revised Uniform Limited Liability Company Act (the “Revised Act”) became effective on March 1, 2014. The Revised Act was effective as of March 18, 2013 for newly formed LLCs and now applies to all New Jersey LLCs regardless of when formed. The changes in the law are significant enough to warrant managers and members conducting a thorough review of their Operating Agreement. A few changes by the new law include: Duration The Revised Act eliminates the default rule that unless otherwise set forth in the LLC’s Certificate of Formation, the LLC had a limited existence. LLCs have perpetual duration under the Revised Act. Operating Agreements The Revised Act provides that a LLC’s Operating Agreement can be in writing, oral or even implied. An Operating Agreement can alter or eliminate certain fiduciary duties. Indemnification is mandatory for members, managers, employees and agents under certain circumstances.  The Operating Agreement can eliminate or alter the indemnification provisions. Minority Shareholder Oppression The Revised Act applies the minority oppression laws to an LLC. Minority members of an LLC may now seek dissolution of the LLC if the managers or the controlling members have acted in a manner that is oppressive. Minority members are also permitted to seek the appointment of a custodian or provisional manager or require the LLC or other members to purchase the equity interest of an oppressed member. Dissociation of a Member Under the Revised Act, a resigning member or withdrawing shareholder is no longer entitled to receive the fair market value of his/her ownership interestread more

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SEC Moving Forward on CEO Pay Disclosure Rules
Posted on Wednesday November 13, 2013

Jersey city employment attorneyThe Securities and Exchange Commission (SEC) is moving forward on rules that will require companies to disclose their CEO-to-worker pay ratio. The rule is mandated under the Dodd-Frank Act. The proposal would specifically amend existing executive compensation disclosure rules to require companies to disclose: The median of the annual total compensation of all its employees (excluding the CEO); The annual total compensation of its CEO; and The ratio of the two amounts. In good news for companies, the SEC elected not to devise any particular methodology for making the required calculations. Rather, the proposed rules would allow companies to select a methodology that is appropriate to the size and structure of their own businesses and the way they compensate employees. Of course, there are several specific requirements. For instance, “all employees” means full-time, part-time, temporary, seasonal and non-U.S. employees as well as those employed by subsidiaries. In addition, companies will be required to disclose the methodology employed, and any material assumptions, adjustments or estimates used to determine the median employee or total CEO compensation. Companies would only be required to provide the new information in filings that must already include executive compensation information under Item 402 of Regulation S-K, such as registration statements, proxy and information statements, and annual reports. The disclosure requirements would not apply to emerging growth companies, smaller reporting companies, and foreign private issuers. This provision of Dodd-Frank has proven to be controversial, even before the SEC released its rule proposal. In fact, the SEC has already received over 22,000 comments lettersread more

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SEC Proposes Long-Awaited Crowdfunding Rules
Posted on Monday November 04, 2013

Venture fundingAfter months of delays, the Securities and Exchange Commission (SEC) finally released proposed rules pursuant to the JOBS Act to permit companies to offer and sell securities through crowdfunding. While crowdfunding has become a popular way to raise money online, securities regulations kept it out of reach for many investors and small businesses. Once final rules are adopted, start-ups and growing ventures will be permitted to solicit investments from “everyday” investors using the Internet. The SEC’s proposed rules to implement the JOBS Act provisions set forth the regulatory framework under which equity crowdfunding will operate. Some of the most significant provisions include: Limits on capital raised: A company can raise a maximum aggregate amount of $1 million through crowdfunding offerings in a 12-month period. Investor caps: The rules place limits on the amount a person can invest over the course of a 12-month period. Investors with annual income and net worth of less than $100,000 can invest up to $2,000 or five percent of their annual income or net worth, whichever is greater. If either their annual income or net worth is $100,000 or more, the threshold increases to 10 percent of their annual income or net worth, whichever is greater, but investors would not be able to purchase more than $100,000 of securities through crowdfunding over a 12-month-period. Disclosures by companies: Companies conducting a crowdfunding offering must file certain information with the SEC, as well as provide it to investors and the intermediary facilitating the transaction. These disclosures include information about officers and directors,read more

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Raging Bull Case Headed to the U.S. Supreme Court
Posted on Thursday October 17, 2013

Elizabeth business attorneyThe U.S. Supreme Court recently added a copyright dispute involving the film Raging Bull to its docket. The plaintiff, Paula Petrella, alleges that the film infringes a 1963 screenplay written by her late father, Frank Petrella. The Academy Award winning film starred Robert Di Nero and was directed by Martin Scorsese. It chronicles the life of champion boxer Jake LaMotta, whose personality in and out of the ring earned the nickname “Raging Bull.” While the movie is high-drama, the copyright lawsuit is fairly technical. The issue is that Patrella did not file suit until 1999, nearly 20 years after the film was first released. The applicable statute of limitations requires copyright owners to initiate a copyright lawsuit within three years of the alleged infringement. In this case, Patrella cites the DVD release of Raging Bull by MGM Holdings Inc. and Twentieth Century Fox Home Entertainment as the basis for her claim. Meanwhile, the entertainment companies contend that Patrella’s suit should be barred under the doctrine of laches. The equitable remedy bars a plaintiff from seeking recovery because of an undue delay in seeking relief. The United States Court of Appeals for the Ninth Circuit agreed that Patrella filed the lawsuit too late. However, federal courts are currently split on the issue, which cleared the way for a Supreme Court appeal. Patrella’s attorneys argue that “Congress, not the courts, is responsible for weighing competing interests and policy considerations and setting a limitations period.” However, MGM contends that the delay “in bringing this action was egregious andread more

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CEO Succession Planning: Did Microsoft Get It Right?
Posted on Thursday September 05, 2013

Corporate governanceSteve Ballmer’s recent announcement that he was stepping down as Chief Executive Officer of Microsoft Inc. made headlines across the globe. According to his open letter to Microsoft employees, Ballmer will stay on the job for the next 12 months while the board of directors solidifies a successor. While whether Ballmer voluntarily decided it was time to walk away or was forced out over slumping revenues is up for debate, the business community reacted favorably to the announcement, with Microsoft enjoying a 7 percent bump in its stock price. CEO succession planning is a critical aspect of corporate governance. A poorly managed or absent succession plan poses risks to organizational performance and to shareholder value. Yet many corporations don’t have a course of action in place to deal with planned and unplanned changes in leadership. A smooth transition is integral to maintaining the confidence of investors, business partners, clients and staff. In this case, Microsoft lessened the uncertainty that can accompany a CEO’s resignation by announcing it in advance and providing detailed information to interested parties about the forthcoming transition. In most cases, a CEO succession plan should be a written policy that details, at minimum: The procedures for electing and replacing the company’s officers. The respective roles of the CEO, the board of directors and the various board committees in the succession process. The criteria for evaluating internal and external candidates. Emergency succession procedures to address a vacancy due to a sudden death or illness. If Microsoft has a comprehensive succession plan in place,read more

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