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US Court of Appeals for the District of Columbia Circuit Partially Invalidates Conflict Minerals Rule

On April 14, the US Court of Appeals for the District of Columbia Circuit issued an opinion in the lawsuit challenging the Securities and Exchange Commission’s conflict minerals rule which reversed, in part, the prior...more

4/22/2014 - Conflict Mineral Rules Disclosure Requirements Due Diligence SEC

Corporate and Financial Weekly Digest - Volume IX, Issue 16

In this issue: - US Court of Appeals for the District of Columbia Circuit Partially Invalidates Conflict Minerals Rule - FINRA Proposes Rule 2081 to Prohibit “Bargained-For” Expungements - SEC Issues FAQs...more

4/21/2014 - Broker-Dealer CME Conflict Mineral Rules Expungement FINRA Fraud Hedge Funds SEC

SEC Issues New FAQs on Conflict Minerals

On April 7, the Division of Corporation Finance of the Securities and Exchange Commission issued nine new responses to frequently asked questions regarding the disclosure of conflict mineral usage that is required by rules...more

4/15/2014 - Audits Conflict Mineral Rules Disclosure Requirements Dodd-Frank SEC

Corporate and Financial Weekly Digest - Volume IX, Issue 15

In this issue: - SEC Issues New FAQs on Conflict Minerals - SEC Issues Frequently Asked Questions Regarding the Amendments to the Broker-Dealer Reporting Rule - FINRA Requests Comment on Rules Regarding...more

4/14/2014 - Broker-Dealer CFTC Collateralized Loan Obligations Conflict Mineral Rules FINRA Leverage Capital Ratio MTFs SEC Swaps

Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with...

In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously upheld the Chancery Court’s decision in In re MFW Shareholders Litigation. In that decision, the Chancery Court had granted summary judgment in favor of...more

3/25/2014 - Business Judgment Rule Controlling Stockholders Going-Private Transactions MFW Shareholder Litigation Shareholders

Corporate and Financial Weekly Digest - Volume IX, Issue 12

In this issue: - Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder - Amendments to Uniform Branch Office...more

3/24/2014 - CFTC Controlling Stockholders Corporate Counsel Discrimination Employer Liability Issues FINRA MFW Racial Discrimination Registration SEC Shareholder Litigation Shareholders Swaps

NASDAQ Launches Marketplace for Private Companies

On March 5, NASDAQ announced the launch of its new capital marketplace for private companies, NASDAQ Private Market. Qualifying companies will be able to use NASDAQ Private Market’s platform to raise capital and control...more

3/18/2014 - Nasdaq

Corporate and Financial Weekly Digest - Volume IX, Issue 11

In this issue: - NASDAQ Launches Marketplace for Private Companies - SEC Proposes Rules to Enhance Oversight of Clearing Agencies - FINRA Proposes to Amend Rules 2210 and 2214 - CME Group Exchanges...more

3/17/2014 - Audits CFTC Clearing Agencies CME FINRA Nasdaq Ponzi Scheme Risk Management SEC Transfers

OTC Markets Proposes Amendments to OTCQX Rules and New Rules for US Banks

On February 13, OTC Markets Group (OTC) proposed amendments to the OTCQX Rules for both US and international companies. The OTCQX is the highest market tier for over-the-counter trading on the OTC Markets. These proposed...more

2/25/2014 - Banks Cross-Border Eligibility OTC

Corporate and Financial Weekly Digest - Volume IX, Issue 8

In this issue: - OTC Markets Proposes Amendments to OTCQX Rules and New Rules for US Banks - SEC Approves Changes to FINRA BrokerCheck Disclosure Rule 8312 - SEC to Examine Never-Before Examined...more

2/24/2014 - Bank Holding Company Banking Sector Broker-Dealer Disclosure Requirements Dodd-Frank Federal Reserve Financial Regulatory Reform FINRA Foreign Banks Investment Adviser IRS OTC SEC Tax Preparers Tax Returns

SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule”

On January 24, the Securities and Exchange Commission’s Division of Corporation Finance issued three new Compliance and Disclosure Interpretations (C&DIs) with respect to the SEC’s so-called unbundling rule (Rule 14a-4(a)(3)...more

2/5/2014 - Bundling Rules SEC Securities Exchange Act

Corporate and Financial Weekly Digest - Volume IX, Issue 5

In this issue: - FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications - SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule” - NFA Members...more

2/4/2014 - Bitcoins Bundling Rules CFTC Derivative Suit FinCEN FTC Hart-Scott-Rodino Act Insider Trading NFA Pre-Merger Filing Requirements SEC Shareholder Litigation Shareholders The Clayton Act Virtual Currency

Judges Raise Concerns Regarding Conflict Minerals Rule at Appeal Hearing

On January 7, the US Court of Appeals for the District of Columbia Circuit held oral arguments for the lawsuit challenging the Securities and Exchange Commission’s conflict minerals rule. According to reports on the hearing,...more

1/14/2014 - Conflict Mineral Rules First Amendment SEC

SEC Division of Corporation Finance Issues Five Additional C&DIs Relating to “Bad Actor” Rule

On January 3, the Securities and Exchange Commission’s Division of Corporation Finance issued five new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 under the Securities Act of 1933 (Securities...more

1/14/2014 - Bad Actors Compliance JOBS Act Regulation D Rule 506 Offerings SEC Securities Act of 1933

SEC Proposes Rules for “Regulation A+” Offerings

On December 18, the Securities and Exchange Commission voted to propose new rules that would expand the exemption from registration under the Securities Act of 1933 provided by Regulation A to include an exemption for up to...more

12/24/2013 - JOBS Act Mineral Rights Regulation A SEC Securities Act of 1933

NASDAQ Proposes Change to Listing Rules Regarding Compensation Committee Independence

On November 26, the NASDAQ Stock Market (NASDAQ) proposed an amendment to its recently amended listing rules covering the independence of compensation committee members. Earlier this year, NASDAQ adopted amendments to its...more

12/10/2013

SEC Division of Corporation Finance Issues 14 New C&DIs Relating to “Bad Actor” Rules

On December 4, the Securities and Exchange Commission’s Division of Corporation Finance issued 14 new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 under the Securities Act of 1933. These C&DIs...more

12/10/2013 - Bad Actors Compliance JOBS Act Regulation D SEC Securities Act of 1933

SEC Chair Mary Jo White Outlines Potential Changes to “Accredited Investor” Definition

On November 14, Securities and Exchange Commission Chair Mary Jo White delivered a letter to Representative Scott Garrett, Chairman of the House of Representatives Subcommittee on Capital Markets and Government-Sponsored...more

11/25/2013 - Accredited Investors JOBS Act SEC Securities Act of 1933

SEC Division of Corporation Finance Issues 11 New C&DIs

On November 13, the Securities and Exchange Commission’s Division of Corporation Finance issued two new Compliance and Disclosure Interpretations (C&DIs) on Rule 144A under the Securities Act of 1933 (Securities Act) and nine...more

11/19/2013 - Advertising Compliance Crowdfunding General Solicitation JOBS Act Rule 144A Rule 506 Offerings SEC Securities Act of 1933

SEC Chair Speaks on Public Company Disclosure

On October 15, Mary Jo White, Chairwoman of the Securities and Exchange Commission, delivered a speech to the National Association of Corporate Directors regarding the current state of public company disclosure. Chairwoman...more

10/22/2013 - Directors Disclosure Requirements Dodd-Frank JOBS Act SEC Startups

New York Stock Exchange Proposes New Rules to Harmonize Quantitative Continued Listing Standards and Modify Reverse Merger Listing...

On October 8, the New York Stock Exchange proposed an amendment to Section 802.01B of the NYSE Listed Company Manual that would apply the same financial compliance standards for continued listing on the NYSE to all operating...more

10/15/2013 - Listing Standards NYSE Reverse Mergers SEC

SEC Launches Public Website for Analyzing Exchange Data

On October 9, the Securities and Exchange Commission launched a new website (www.sec.gov/marketstructure) designed to provide investors and other market participants with the ability to analyze market metrics and to access...more

10/15/2013 - Big Data Investors SEC

SEC Proposes Rule Regarding Disclosure of CEO-to-Worker Pay Ratio

On September 18, the Securities and Exchange Commission proposed a rule that would amend Item 402 of Regulation S-K to require an issuer to disclose, in addition to the annual total compensation of the issuer’s chief...more

9/24/2013 - CEOs Disclosure Requirements Executive Compensation Pay Ratio Regulation S-K Transparency

Delaware Legislature Adopts Amendments to Delaware General Corporation Law

Effective as of August 1, 2013, the Delaware legislature adopted several significant amendments to the Delaware General Corporation Law (DGCL). ...more

8/13/2013 - Board of Directors Corporate Issuers Merger Agreements New Amendments Public Benefit Corporation SEC Shareholders Shelf Corporations Tender Offers

District Court Rejects Challenge to SEC Conflict Minerals Rule

On July 23, the US District Court for the District of Columbia issued a decision granting the Securities and Exchange Commission’s motion for summary judgment in a challenge to the SEC’s “conflict minerals” rule that was...more

7/30/2013 - Conflict Mineral Rules Dodd-Frank First Amendment Mineral Extraction Resource Extraction SEC

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