In 2006, the media conglomerate News Corporation, referred to as Old News Corp, entered into a Settlement Agreement to settle stockholder litigation filed in Delaware in 2005. Subject to certain exceptions, the Settlement...more
In testimony before a Senate committee, Federal Reserve Governor Daniel K. Tarullo suggested the threshold for the Volker rule should be raised. He noted the Volcker rule and the incentive compensation requirements of...more
Julie M. Riewe, Co-Chief, Asset Management Unit, SEC Division of Enforcement identified enforcement priorities for hedge funds and private equity funds.
For private funds — meaning hedge funds and private equity funds...more
The Delaware Court of Chancery explained the operation of recently adopted Sections 204 and 205 of the Delaware General Corporation Law, or DGCL, in a case captioned In Re Numoda Corporation. DGCL Sections 204 and 205...more
In Fortis Advisors LLC, as the equity representative v. Dialog Semiconductor PLC, the Delaware Court of Chancery examined the implied covenant of good faith in the context of an earn-out provision included in a merger...more
The CFPB issued a compliance bulletin setting forth its views that, with limited exceptions, persons in possession of confidential information, including confidential supervisory information, or CSI, may not disclose such...more
Consulting Services Group, LLC, or CSG, was a registered investment adviser whose business included providing consulting services to public pension funds. These consulting services included recommending third-party investment...more
The SEC Division of Investment Management recently provided guidance on whether certain key employee trusts would qualify as family clients under the rule.
Recognizing the need for family offices to attract and retain...more
The Federal Reserve Board has acted under section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the Volcker Rule, to give banking entities until July 21, 2016, to conform investments...more
The NYSE proposes to amend its continued listing requirements in relation to the late filing of a company’s annual report with the SEC as set forth in Section 802.01E, or the Late Filer Rule, of the Listed Company Manual. As...more
Under Current NASDAQ Rule 5810(c)(1), NASDAQ staff is required to issue a delisting determination, subjecting the company to immediate suspension and delisting, if a company fails to solicit proxies and hold its annual...more
Daniel K. Tarullo of the Board Of Governors of the Federal Reserve System delivered a speech on the intersection of corporate governance and prudential regulation. Some of the points he noted were (emphasis added)...more
The Federal Reserve Board has issued a proposed rulemaking that would implement Section 622 of the Dodd-Frank Act, which prohibits a financial company from combining with another company if the ratio of the resulting...more
The CFPB has launched an inquiry into the opportunities and challenges associated with the use of mobile financial services. As part of the inquiry, the Bureau is exploring how mobile technologies are impacting unbanked and...more
The Dodd-Frank Act permits certain end-users to elect to use an exception to the swap clearing requirements under certain conditions, which is referred to as the end-user exception. For public companies, the ability to elect...more
The SEC has approved additional changes to the FINRA Corporate Financing Rule. The approved changes...
- expand the circumstances under which members and issuers may negotiate termination fees and rights of first...more
The SEC’s Office of Compliance Inspections and Examinations, or OCIE, previously announced that its 2014 Examination Priorities included a focus on technology, including cybersecurity preparedness. OCIE has issued a Risk...more
The Office of Inspector General of the Board of Governors of the Federal Reserve System conducted an initial evaluation to assess the operational efficiency and effectiveness of the Consumer Financial Protection Bureau’s...more
A Fourth Circuit case, Yates v. Municipal Mortgage & Equity, LLC (March 2014), recently examined the role of 10b5-1 plans in an alleged securities fraud case involving a financial statement restatement. To prevail on a Rule...more
Two GAAP alternatives for private companies have been released by FASB. The alternatives were created by the Private Company Council, or PCC. ...more
The Office of Financial Research, or OFR, has released the Interagency Data Inventory of data that member agencies of the Financial Stability Oversight Council collect from industry. The Interagency Data Inventory project is...more
The SEC staff has issued a report on the examinations conducted by the staff under Section 15E(p)(3) of the Securities Exchange Act of 1934. The Exchange Act requires the SEC Office of Credit Ratings, or OCR, to conduct an...more
The CFPB has issued a rule that allows the CFPB to supervise certain nonbank student loan servicers for the first time.
The CFPB currently oversees student loan servicing at the largest banks. ...more
The Consumer Financial Protection Bureau, or CFPB, has issued a report entitled “Understanding the Effects of Certain Deposit Regulations on Financial Institutions’ Operations: Findings on Relative Costs for Systems,...more
The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more