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ISS Charged With Selling Shareholder Vote Data; Agrees To $300,000 Settlement

The SEC and Institutional Shareholder Services, Inc. (ISS) have settled public administrative and cease-and-desist proceedings initiated against ISS by the SEC alleging that ISS violated Section 204A of the Advisers Act by...more

5/24/2013 - ISS Proxy Solicitations SEC Settlement Shareholders

SEC Commissioner Comments On JOBS Act; Immigration Reform

On May 18, 2013, SEC Commissioner Luis A. Aguilar spoke at the annual gala of the Georgia Hispanic Chamber of Commerce, using the opportunity to highlight the contributions of immigrants (and Hispanic immigrants in...more

5/22/2013 - Immigration Reform JOBS Act Regulation A SEC

SEC Agrees Not To Prosecute Ralph Lauren Corporation For FCPA Violations

For the first time, the SEC has entered into a Non-Prosecution Agreement (NPA) with a company relating to misconduct under the Foreign Corrupt Practices Act (FCPA). The SEC decided not to prosecute Ralph Lauren Corporation...more

4/23/2013 - Compliance Enforcement FCPA Investigations Ralph Lauren SEC

Don’t Lie About Assets Under Management

Umesh Tandon, president, chief compliance officer, and sole owner of Simran Capital Management, recently agreed to a settlement with the SEC relating to alleged violations of the Investment Advisers Act of 1940 and the...more

4/19/2013 - Asset Management Investment Advisers Act of 1940 Investment Company Act of 1940 Misrepresentation SEC Settlement

Broker-Dealer Due Diligence And FINRA Exam Priorities

FINRA Chairman and CEO Richard G. Ketchum gave a speech on April 9, 2013 as part of the National Compliance Outreach Program for Broker-Dealers....more

4/16/2013 - Broker-Dealer Compliance Due Diligence FINRA Private Placements

Final Red Flags Rules Adopted By SEC And CFTC

Today the CFTC and the SEC jointly issued final rules that require regulated entities to adopt programs designed to prevent identity theft – so-called “red flags” rules....more

4/11/2013 - CFTC FCRA Identity Theft Red Flags Rules SEC

The JOBS Act Turns One

April 5, 2013 marked the one-year anniversary of the passage of the JOBS Act. Here’s a roundup of a few of the media outlets that took the occasion as an opportunity to provide commentary on the effectiveness of the...more

4/9/2013

SEC Comments On Broker-Dealer Registration By Private Fund Advisers

David W. Blass, Chief Counsel, Division of Trading and Markets, SEC, recently gave a speech before the American Bar Association Trading and Markets Subcommittee on April 5, 2013. The topic of the speech was whether and when...more

4/8/2013 - Broker-Dealer Dodd-Frank Private Equity Funds Private Funds Registration SEC

Changes To Proposed Investment Adviser Legislation

We previously reported that there was proposed legislation making its way through the Minnesota legislature that contained a number of amendments to the securities laws relating to investment advisers and applying a new layer...more

4/1/2013 - Investment Adviser Proposed Legislation Recordkeeping Requirements Registration Reporting Requirements

Proposed Minnesota Investment Adviser Legislation

There is a bill working its way through the Minnesota state legislature that amends chapter 80A of the Minnesota Statutes to, among other things, implement investment adviser registration for investment advisers whose only...more

3/18/2013 - Accredited Investors Investment Adviser Private Funds Proposed Legislation Registration

Reverse Triangular Mergers Do Not Trigger Anti-Assignment Clauses

The Delaware chancery court recently restored some clarity to its jurisprudence regarding the effect of a reverse triangular merger (RTM) on contracts of the target company that contain anti-assignment clauses. An April 2011...more

3/4/2013 - Assignments Reverse Triangular Mergers

New FAQs On Broker-Dealer Registration Exemption

On February 5, 2013, the SEC released FAQs regarding Section 201 of the JOBS Act, which offers a new limited exemption from broker-dealer registration....more

2/8/2013 - Accredited Investors Broker-Dealer Exemptions JOBS Act Registration Rule 506 Offerings SEC Securities

FINRA Releases FAQs On Public Offering Review

FINRA has released a set of FAQs relating to its review of public offerings filed with FINRA’s Public Offering System, which replaced COBRADesk as FINRA’s online filing system in June of 2012....more

2/4/2013 - FINRA Public Offerings Right of FIrst Refusal

Securities Law Essentials For Growing Companies

We recently gave a presentation at a CLE titled Securities Law Essentials for Growing Companies. The presentation included an overview of what constitutes a public offering, what is a security, classical private placements,...more

1/16/2013 - Broker-Dealer Dodd-Frank JOBS Act Private Placements Safe Harbors Securities

FINRA Releases FAQs On Private Placement Notice Filing Rule

On December 3, 2012, FINRA released a set of FAQs relating to new Rule 5123, which went into effect on December 3 and requires FINRA members to file with FINRA copies of the private placement memorandum, term sheet, or other...more

12/10/2012 - Crowdfunding FINRA JOBS Act Private Investment Funds SEC Securities

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