Understanding Related Party Transactions: Navigating Disclosure Requirements
Author: Destiny Aigbe
September 24, 2024
In recent years, the SEC has stepped up enforcement related to the disclosure of related party transactions, as seen in cases like Lyft. Under Item 404(a) of Regulation S-K, companies must disclose any transactions over $120,000 involving executives, directors, or major shareholders with a material interest. This includes both direct and indirect transactions, even when the company is not a contractual party but benefits from the arrangement. Proper compliance ensures transparency and protects investor interests.
Key points to remember:
- Disclosure Obligations: Include transactions where the company has an indirect role.
- Material Interest: Report even if the company isn’t the direct party to the transaction.
- Related Persons: Includes directors, major shareholders, and family members.
Companies must also ensure their audit committees regularly review such transactions to avoid conflicts of interest and adhere to SEC guidelines. Transparency in these areas builds investor trust and avoids penalties.
About the Author
Destiny Aigbe
Managing Partner
Aigbe Law PLLC | Dark Alpha Capital
A Corporate and Securities Law Firm
With a robust foundation in law and finance, Destiny Aigbe has carved a distinguished career, underpinned by his pivotal role in orchestrating and managing complex transactions that have propelled companies to significant growth and market prominence. As a seasoned attorney and strategic advisor, Destiny has been instrumental in facilitating over $75 million in capital raises, demonstrating a keen acumen for securing funding and fostering investor confidence.
Destiny's leadership in the execution of six successful public listings, through meticulously structured reverse mergers and registration statements, showcases his adeptness in navigating the intricacies of the public markets and his capacity to guide companies through transformative growth phases. His involvement in five mergers as an operator further illustrates his versatile skill set, extending beyond legal expertise to include hands-on management and operational strategy, though these ventures did not involve funding.
Destiny's professional journey is marked by a commitment to excellence and a diverse range of experiences, from representing a wide spectrum of clients including public and private companies, and investment firms, to holding significant roles within the US government. His tenure with the US Department of State and the National Institutes of Health highlights his adaptability and his contribution to the advancement of entrepreneurial ventures in sectors like biotechnology and nanotechnology through strategic funding initiatives.
An alumnus of Vanderbilt University Law School, Destiny focused on Finance and Mergers & Acquisitions, further honing his expertise with a certificate in Law and Business. His foundational education in Finance was obtained with honors from the University of Maryland's Robert H. Smith School of Business, which laid the groundwork for his subsequent achievements in investment banking and legal practice.
Residing in the Washington, D.C. area, Destiny Aigbe continues to leverage his extensive experience and insightful leadership to drive innovation, growth, and success for his clients and the ventures he is involved with.
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