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Director of SEC Division of Corporation Finance Gives Speech on Securities Disclosure

On October 3, the Director of the Securities and Exchange Commission’s Division of Corporation Finance (Division), Keith F. Higgins, spoke at the George A. Leet Business Law Conference, discussing SEC disclosure requirements...more

10/14/2014 - Compliance Disclosure Requirements SEC Transparency

SEC Division of Corporation Finance Issues New C&DI Related to Rule 147 and Website/Social Media Use

On October 2, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding whether an issuer of securities may use its own website or social...more

10/14/2014 - Chief Compliance Officers Compliance Public Offerings SEC Securities Act of 1933 Social Media Websites

Corporate and Financial Weekly Digest - Volume IX, Issue 40

In this issue: - SEC Division of Corporation Finance Issues New C&DI Related to Rule 147 and Website/Social Media Use - Director of SEC Division of Corporation Finance Gives Speech on Securities...more

10/13/2014 - Bitcoin CFTC Derivatives Derivatives Clearing Organizations Disclosure Disclosure Requirements FINRA Internet OTC SEC Securities Act of 1933 Social Media TRACE Virtual Currency Waivers Websites

House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act”

On September 16, the House of Representatives passed H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act.” The bill addresses a number of Jumpstart Our Business Startups Act (JOBS Act)-related matters,...more

9/30/2014 - Dodd-Frank Emerging Growth Companies Job Creation JOBS Act Pending Legislation Securities Exchange Act Small Business Startups

Corporate and Financial Weekly Digest - Volume IX, Issue 38

In this issue: - SEC Releases Strategic Plan for 2014–2018 - House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act” - FINRA Board Approves Several Rulemaking Items...more

9/29/2014 - BEPS Block Trades CFTC Credit Default Swaps ESMA FCPA FINRA Foreign Official Job Creation New Legislation OECD OTC Ponzi Scheme Rulemaking Process SEC SEFs Small Business Strategic Enforcement Plan

Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in...more

9/15/2014 - AIFM AIFMD Banks Bitcoins CBOE CFPB CFTC Commodity Pool Compliance CPO Cross-Border Exclusive Jurisdiction False Claims Act FINRA Forum ISDA JOBS Act Jurisdiction OTC Regulation M Regulation Z SEC Security-Based Swaps Swap Dealers Swaps UK

SEC Decreases Registration Statement Filing Fees for Fiscal Year 2015

On August 29, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will decrease from $128.80 per million...more

9/9/2014 - Filing Fees Registration SEC Securities

Corporate and Financial Weekly Digest - Volume IX, Issue 35

In this issue: - SEC Decreases Registration Statement Filing Fees for Fiscal Year 2015 - SEC Adopts Regulation AB II - US Banking Regulators Propose Margin Requirements for Uncleared Swaps - CME...more

9/8/2014 - Banks Debt Buyers Filing Fees Financial Regulatory Reform Liquidity Coverage Ratio Loans Regulation AB SEC

ISS Launches New Equity Plan Data Verification Portal

On August 14, Institutional Shareholders Services Inc. (ISS), a leading proxy advisory firm, announced the launch of a new equity plan data verification portal for all US companies receiving proxy recommendations. ...more

8/26/2014 - Investment Adviser ISS Proxy Advisors Transparency

Corporate and Financial Weekly Digest - Volume IX, Issue 33

In this issue: - ISS Launches New Equity Plan Data Verification Portal - ISDA Publishes Protocol for 2014 Credit Derivatives Definitions - FinCEN Issues Advisories for US Financial Institutions -...more

8/25/2014 - CFTC Class Action Class Certification Compliance Contests & Promotions Derivatives EMIR Equity Plans ESMA EU FCA FinCEN Fraud ISDA ISS Judge Rakoff OCC Rule 10(b) SEC Security-Based Swaps SEFs Social Media Swap Dealers Swaps

Amendment to Delaware Judicial Procedure Law Permits Parties to Extend Statute of Limitations for Breach of Contract Claims

Pursuant to an amendment to Section 8106 of the Delaware Courts and Judicial Procedure Law, effective as of August 1, parties to a contract may agree to extend the statute of limitations for up to 20 years for a breach of...more

8/12/2014 - Breach of Contract Statute of Limitations

SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation

On June 30, the Securities and Exchange Commission’s Division of Investment Management and Division of Corporation Finance published Staff Legal Bulletin No. 20 (SLB 20), which offers guidance regarding investment advisers’...more

7/15/2014 - Investment Adviser Proxy Advisors Proxy Solicitations Proxy Voting Guidelines SEC

SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor Verification Methods

On July 3, the Securities and Exchange Commission’s Division of Corporation Finance issued six new Compliance and Disclosure Interpretations (C&DIs) with respect to determination of accredited investor status and, in...more

7/15/2014 - Accredited Investors Investors JOBS Act Regulation D Rule 506 Offerings SEC Securities Act of 1933

Corporate and Financial Weekly Digest - Volume IX, Issue 27

In this issue: - SEC Publishes Guidance for Investment Advisers and Proxy Advisory Firms Regarding Proxy Voting and Solicitation - SEC Division of Corporation Finance Issues C&DIs Relating to Accredited Investor...more

7/14/2014 - Accredited Investors Audits C&DIs Exchange-Traded Products FINRA General Solicitation Hedge Funds Insider Trading Investment Adviser Proxy Advisors Proxy Voting Guidelines SEC Verification Requirements

Delaware Fee-Shifting Legislation Delayed

In the face of opposition from business organizations, the Delaware legislature has deferred consideration, likely until the beginning of 2015, of proposed legislation (discussed in the Corporate and Financial Weekly Digest...more

7/1/2014 - ATP Tours Bylaws Delaware General Corporation Law Fee-Shifting Statutes Proposed Legislation

Corporate and Financial Weekly Digest - Volume IX, Issue 26

In this issue: - Delaware Fee-Shifting Legislation Delayed - SEC Orders Securities Exchanges and FINRA to Develop Tick Size Pilot Plan - CFTC Extends Relief to FCMs from Certain Commingling...more

6/30/2014 - CFTC FCMs Fee-Shifting Statutes FINRA Fraud-on-the-Market Halliburton v Erica P. John Fund NFA No-Action Letters SCOTUS SEC Securities Securities Fraud Shareholder Litigation Shareholders Swap Dealers Swaps

Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes...

In Hamilton Partners, L.P. v. Highland Capital Management, L.P., the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims brought by former stockholders of American Home Patient, Inc. (AHP)...more

6/24/2014 - Breach of Duty Controlling Stockholders Debt Collection Debtors Fiduciary Duty Shareholder Litigation Shareholders

Delaware Court of Chancery Applies Entire Fairness Standard to Going-Private Transaction with a Controlling Stockholder Negotiated...

In In re Orchard Enterprises, Inc. Stockholder Litigation, the Delaware Court of Chancery held that the entire fairness standard of review applied to a going-private transaction with a controlling stockholder, even though the...more

6/24/2014 - Board of Directors Controlling Stockholders Delaware General Corporation Law Going-Private Transactions Independent Boards Minority Shareholders Negotiations Shareholder Litigation

Corporate and Financial Weekly Digest - Volume IX, Issue 25

In this issue: - Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders - Delaware Court of Chancery...more

6/23/2014 - Compliance Controlling Stockholders Cross-Border Debt Debtors Disclosure Requirements FCMs Fiduciary Duty FINRA Fraud Investment Adviser Minority Shareholders Real Estate Market SEC Shareholder Litigation Shareholders Swaps

SEC Issues Statement on the Effect of the Recent US Court of Appeals Decision on the Conflict Minerals Rule

On April 29, Keith Higgins, the Director of the Securities and Exchange Commission’s Division of Corporation Finance, issued a public statement offering guidance on companies’ compliance with the conflict minerals rule in...more

5/6/2014 - Conflict Mineral Rules First Amendment Manufacturers SEC

Corporate and Financial Weekly Digest - Volume IX, Issue 18

In this issue: - SEC Issues Statement on the Effect of the Recent US Court of Appeals Decision on the Conflict Minerals Rule - CFTC Extends Relief From Oral Communication Recording Requirement - CFTC...more

5/5/2014 - CFTC Conflict Mineral Rules Corporate Sales Transactions Designated Contract Market No-Action Letters Reporting Requirements SEC SEFs

Corporate and Financial Weekly Digest - Volume IX, Issue 17

In this issue: - Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law - SEC Division of Corporation Finance Issues New C&DIs Relating to Social Media Use - FINRA...more

4/29/2014 - CFTC Clickwrap Agreements Compliance Delaware General Corporation Law Dodd-Frank Enforcement FINRA Foreign Exchanges No-Action Letters Recordkeeping Requirements Reporting Requirements SEC Swaps

Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law

Proposed amendments to the Delaware General Corporation Law (DGCL) are being considered by the Corporation Law Section of the Delaware State Bar Association. If approved by the Corporation Law Section and the Executive...more

4/28/2014 - Delaware General Corporation Law Judicial Proceedings Proposed Amendments

SEC Division of Corporation Finance Issues New C&DIs Relating to Social Media Use

On April 21, the Securities and Exchange Commission’s Division of Corporation Finance issued new Compliance and Disclosure Interpretations (C&DIs) regarding the use of social media in the context of securities offerings,...more

4/28/2014 - Compliance Corporate Financing SEC Social Media

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

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