Ethan Mark

Ethan Mark

Stinson Leonard Street

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SEC Provides Guidance on Venture Capital Fund Advisers Exemption

Investment advisers to venture capital funds are exempt from registration under the Investment Advisors Act if certain requirements are met. Amongst those requirements is that certain investments be made in qualifying...more

9/28/2015 - Exemptions Financial Sector Investment Investment Adviser Investment Companies Investment Funds Investment Management Investment Portfolios No-Action Letters Portfolio Managers SEC Securities Exchange Act Venture Capital

Exercising Registration Rights Did Not Violate Fiduciary Duties

Molycorp, Inc. is a publically traded Delaware corporation engaged in a the production and sale of rare earth oxides. Private equity investors held 44% of Molycorp’s stock, appointed certain directors and had demand...more

5/29/2015 - Breach of Duty Derivatives DOE Fiduciary Duty Investors IPO Securities Shareholder Litigation Stocks

OCIE Speaks On Private Equity Deficiencies

Marc Wyatt, Acting Director, Office of Compliance Inspections and Examinations, of the SEC, recently gave his views on serious deficiencies found in examinations of private equity advisors at a conference attended by private...more

5/14/2015 - Asset Management Compliance Investors Private Equity SEC SEC Examination Priorities

Spin-Offs and Successorship Clauses

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

4/13/2015 - Media Settlement Agreements Shareholder Litigation Shareholder Rights Shareholders Spinoffs Subsidiaries Successors Twentieth Century Fox

Fed Governor Says Volcker Rule Thresholds Should be Raised

In testimony before a Senate committee, Federal Reserve Governor Daniel K. Tarullo suggested the threshold for the Volcker rule should be raised. He noted the Volcker rule and the incentive compensation requirements of...more

3/23/2015 - Banking Sector Dodd-Frank Federal Reserve Incentive Compensation Volcker Rule

SEC Identifies Enforcement Priorities for Hedge Funds and Private Equity Funds

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

3/2/2015 - Examination Priorities Hedge Funds Private Equity Funds SEC Strategic Enforcement Plan

Case Examines Ratification of Corporate Acts Under New Delaware Statute

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

2/10/2015 - Corporate Governance Delaware General Corporation Law Stocks

Delaware Court Examines Implied Covenant of Good Faith Related to Earn-Out

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

2/2/2015 - Business Litigation Contract Disputes Covenant of Good Faith and Fair Dealing Earn-Outs Merger Agreements

CFPB Speaks to Disclosure of its Confidential Supervisory Information

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

1/30/2015 - CFPB Confidential Information Confidential Supervisory Information Public Disclosure Supervision

SEC Finds Loan to Investment Adviser’s CEO a Conflict of Interest

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

1/21/2015 - CEOs Conflicts of Interest Enforcement Actions Form ADV Investment Adviser Loans Pension Funds Pensions SEC

SEC Provides Guidance on Key Employee Trusts Under Family Office Rule

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

12/30/2014 - Employee Benefits Family Offices SEC

Volcker Rule Compliance for Private Equity and Hedge Funds Extended

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

12/22/2014 - Banks Compliance Dodd-Frank Federal Reserve Hedge Funds Private Equity Funds Volcker Rule

NYSE to Make Late Filings Rule Applicable to Form 10-Q and Defective Filings

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

12/15/2014 - Audit Reports Filing Requirements Form 10-Q Form 8-K Late Filer Rule NYSE SEC

NASDAQ Proposes to Stop Automatic Delisting for Failure to Hold Annual Meeting

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

11/24/2014 - Annual Meeting Delisting Nasdaq

Fed to Bank Directors: Pay Attention

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

6/20/2014 - Banks Board of Directors Corporate Governance Federal Reserve Risk Assessment Risk Management

Fed Proposes Concentration Limits for Financial Institution M&A

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

6/16/2014 - Banks Dodd-Frank Federal Reserve FSOC Rulemaking Process

CFPB Launches Inquiry Into Mobile Financial Services

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

6/12/2014 - CFPB Data Breach Data Protection Mobile Apps Mobile Banking Popular

Public Companies: Board Should Review End-User Swap Approvals Annually

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

6/5/2014 - CFTC Dodd-Frank End-Users SEC Swaps

SEC Approves Additional Changes To FINRA Corporate Financing Rule

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

5/12/2014 - Corporate Financing Corporate Financing Rule FINRA SEC

SEC’s OCIE Announces Cybersecurity Examinations Of Broker-Dealers And Registered Investment Advisers

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

4/17/2014 - Audits Broker-Dealer Cybersecurity Investment Adviser OCIE SEC

OIG Finds Deficiencies In CFPB Supervisory Activities

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

4/7/2014 - CFPB OIG Supervision

Case Illustrates Role Of 10b5-1 Plans In Securities Litigation

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

4/1/2014 - 10b5-1 Plans Insider Trading Rule 10b-5 Scienter Securities Fraud Securities Litigation

Private Company GAAP Arrives

Two GAAP alternatives for private companies have been released by FASB. The alternatives were created by the Private Company Council, or PCC. ...more

1/21/2014 - Amortization Dodd-Frank FASB GAAP Goodwill

OFR Releases Interagency Data Inventory

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

1/15/2014 - Data Collection FSOC

SEC Issues Report On Examination Of Ratings Agencies

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

1/8/2014 - Investigations NRSRO OCR Rating Agencies SEC

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