Tenley Mochizuki

Tenley Mochizuki

Katten Muchin Rosenman LLP

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Senator Elizabeth Warren Criticizes SEC Chair Mary Jo White for “Extremely Disappointing” Leadership

In a letter dated June 2, 2015, Senator Elizabeth Warren described several “promises” that Mary Jo White, chair of the Securities and Exchange Commission, had allegedly broken. Senator Warren focused on (1) the SEC’s failure...more

6/12/2015 - Campaign Contributions Disclosure Requirements Dodd-Frank Elizabeth Warren Executive Compensation Mary Jo White Pay Ratio SEC WKSIs

Tenth Circuit Affirms Clawback From Unsuspecting Recipient of Funds Under Uniform Fraudulent Transfer Act

The US Court of Appeals for the Tenth Circuit recently upheld the grant of summary judgment for the receiver of a business that was alleged to have participated in a Ponzi scheme, finding that the clawback of funds was...more

6/12/2015 - Alter Ego Appeals CFTC Clawbacks Commodities Exchange Act Enforcement Actions Fraudulent Transfers Legal Fees Ponzi Scheme Standing Statute of Limitations Summary Judgment

Corporate & Financial Weekly Digest - Volume X, Issue 22

In This Issue: - SEC Staff Releases Analysis Related to Pay Ratio Disclosure Rules - States Challenge Blue Sky Preemption Under Regulation A+ - FINRA Proposes Revised BrokerCheck Hyperlink Rule -...more

6/8/2015 - Blue Sky Laws BrokerCheck Capital Markets CFTC Clawbacks Disclosure Requirements EU European Commission Executive Compensation Financial Conduct Authority (FCA) FINRA Hedge Funds Investment Adviser National Futures Association NFA Preemption Public Comment Regulation A SEC Total Shareholder Return (TSR)

Delaware Court of Chancery Holds Forum Selection Clause Trumps Prior-Filed Action Doctrine

The Delaware Court of Chancery recently upheld a non-exclusive forum selection clause and denied a motion to dismiss despite a prior-filed action pending in a different state based on largely the same claims. In 2013,...more

5/7/2015 - Arbitration Forum Selection Limited Liability Companies

Ninth Circuit Honors Canadian Business Law’s Exclusive Remedy Provision

The US Court of Appeals for the Ninth Circuit recently affirmed dismissal of a counterclaim for breach of fiduciary duty brought under Section 242 of the Alberta Business Corporations Act (ABCA), finding that only an Alberta...more

5/7/2015 - Appeals Breach of Duty Canada Corporations Code Counterclaims Exclusive Remedy

Corporate & Financial Weekly Digest - Volume X, Issue 17

In this issue: - SEC Proposes New Pay-for-Performance Rules - NASAA Launches a Streamlined Filing Process for Form D - CFTC Proposal Eases Trade Option Obligations for Non-SD/MSP Counterparties -...more

5/4/2015 - Canada CFTC Exclusive Remedy Executive Compensation Form D Filing Forum Selection Major Swap Participants NASAA Pay-for-Performance SEC Swap Dealers

Study Finds Whistleblowers Increase Penalties of Regulatory Enforcement Actions

A recent academic paper found that whistleblower involvement in financial misrepresentation enforcement actions tends to increase (1) penalties against firms by an average of $77 million, (2) penalties against employees by an...more

3/18/2015 - Enforcement Actions Enforcement Statistics Whistleblowers

Delaware Chancery Court Addresses Proper Purpose for Inspection Demand

The Delaware Court of Chancery recently held that a shareholder was not entitled to inspect records concerning alleged violations of the Foreign Corrupt Practices Act (FCPA) because the shareholder was barred from pursuing...more

3/18/2015 - Books & Records FCPA Inspection Rights Shareholders

Corporate and Financial Weekly Digest - Volume X, Issue 10

In This Issue: - NYSE Amends "Late Filer Rule" - CFTC Responds to District Court's Remand Order on Certain Cross-Border Swaps Rules - Delaware Chancery Court Addresses Proper Purpose for Inspection...more

3/16/2015 - CFTC Cross-Border Transactions Enforcement Enforcement Actions ESMA EU Inspection Rights Late Filer Rule MiFID II NYSE SEC Swaps Whistleblowers

Bharara Appeals Second Circuit’s Decision Vacating Insider Trading Convictions

Preet Bharara, United States Attorney for the Southern District of New York, has petitioned the United States Court of Appeals for the Second Circuit for a rehearing en banc of last month’s landmark decision vacating multiple...more

2/5/2015 - Appeals Hedge Funds Illegal Tipping Insider Trading Personal Benefit Petition For Rehearing Portfolio Managers US v Newman

Study Finds Executive Compensation Clawback Provisions Do Not Eliminate Possible Earnings Manipulation

Academics in Hong Kong have found that companies that have adopted executive compensation clawback provisions tend to substitute one type of earnings manipulation for another, and that this trend is more pronounced in...more

2/5/2015 - Balance Sheets Clawbacks Dodd-Frank Employer Liability Issues Executive Compensation Financial Statements SEC

Corporate and Financial Weekly Digest - Volume X, Issue 4

In this issue: - SEC Division of Corporation Finance Issues New C&DI Related to Resales Under Regulation S - SEC Announces Proxy Voting Roundtable - CFTC Staff Issues No-Action Relief From Certain...more

2/2/2015 - AIFM Anti-Money Laundering Brokers C&DIs CFTC Clawbacks CME NYMEX EU Directive Forex Insider Trading Major Swap Participants Netherlands No-Action Relief Proxy Voting Guidelines Regulation S Reporting Requirements SEC Swap Dealers UK

Deputy Treasury Secretary Discusses Cybersecurity Checklist for Banks

Deputy Treasury Secretary Sarah Raskin, who recently spoke at the Texas Bankers’ Association Executive Leadership Cybersecurity Conference, provided bank executives and boards some guidance on preventing, preparing for and...more

12/17/2014 - Banks Cyber Attacks Cybersecurity Data Protection U.S. Treasury

Second Circuit Clarifies a Heightened Standard for Insider Trading Convictions

The US Court of Appeals for the Second Circuit recently held that, in order to convict a tippee for insider trading under Section 10(b) of the Securities Act of 1934 and Rule 10b-5, the government must prove beyond a...more

12/17/2014 - Actual or Constructive Knowledge Illegal Tipping Insider Trading Personal Benefit Rule 10b-5 SEC Section 10(b) Securities Securities Exchange Act Securities Fraud

Corporate and Financial Weekly Digest - Volume IX, Issue 48

In this issue: - Recent Developments Relating to Rights to Exclude Shareholder Proposals from Proxy Statements - SEC Approves MSRB Best Execution Rule - SEC Sanctions Operator of Unregistered Virtual...more

12/15/2014 - Banks Basel Committee Bitcoin Currency Exchange Cybersecurity ESMA EU Financial Conduct Authority (FCA) Insider Trading Investors MiFID MSRB Proxy Season Proxy Statements SEC Shareholder Proposals Shareholders Virtual Currency

Delaware Chancery Clarifies Discovery Obligations of Domestic Affiliate of Foreign Company

The Delaware Court of Chancery recently held that, for purposes of responding to a non-party subpoena, documents held by the foreign affiliate of a US corporation were not within the US corporation’s “possession, custody, or...more

11/19/2014 - Discovery Foreign Affiliates Manufacturers Subpoenas

Delaware Chancery Requires Payment of Merger Consideration to Dissenting Stockholder After Expiration of Appraisal Period

The Delaware Court of Chancery recently dismissed corporate mismanagement and breach of fiduciary duty claims filed by a dissenting stockholder, but ordered that the surviving corporation in a merger was required to pay the...more

11/19/2014 - Appraisal Consideration Shareholder Litigation Shareholders Surviving Entity

Corporate and Financial Weekly Digest - Volume IX, Issue 45

In this issue: - Proxy Advisory Firms Release Policy Updates for 2015 - CBOE Makes Enhancements to Its Market-Maker Trade Notification System - OTC Derivatives Regulators Group Issues Report to G20...more

11/17/2014 - AIFM AIFMD CBOE CFTC Derivatives ESMA Financial Conduct Authority (FCA) G20 Glass Lewis ISS Market Making OTC Prepaid Payment Products Proxy Season Proxy Voting Guidelines

Investment Adviser Challenges Constitutionality of SEC Administrative Proceedings

A registered investment adviser and its principal recently sued the Securities and Exchange Commission for declaratory and injunctive relief to stave off an imminent administrative enforcement action, alleging that the tenure...more

10/23/2014 - Administrative Hearings ALJ Declaratory Relief Enforcement Actions Injunctive Relief Investment Adviser Investment Advisers Act of 1940 SEC

Delaware Chancery Rejects Books and Records Demand as Time-Barred

The Delaware Court of Chancery recently found that a shareholder’s demand for books and records was time-barred, as the alleged basis for a derivative action occurred nearly seven years ago and thus was well beyond any...more

10/22/2014 - Books & Records Class Action Derivative Suit Insider Trading Laches Monster Energy Drinks Securities Litigation Shareholders Statute of Limitations Tolling

Corporate and Financial Weekly Digest - Volume IX, Issue 41

In this issue: - ISS Releases 2015 Draft Voting Policy Changes for Comment - SEC Investor Advisory Committee Releases Recommendations on Changes to Accredited Investor Definition - FINRA Proposes to...more

10/20/2014 - Accredited Investors CFTC Disclosure Requirements EU European Commission FINRA ISS Prudential Regulation Authority Rulemaking Process SEC

Investment Management Firm Discloses Wells Notice Over Performance Claims

F-Squared Investments, Inc. (F-Squared), a registered investment manager that provides portfolios of exchange-traded funds (ETFs), recently disclosed that it received a Wells notice from the Securities and Exchange Commission...more

9/17/2014 - Enforcement Enforcement Actions ETFs Exchange-Traded Products SEC Wells Notice

Eighth Circuit Clarifies False Claims Act Pleading Standards for Whistleblowers

The United States Court of Appeals for the Eighth Circuit recently held that whistleblowers may satisfy the False Claims Act’s (FCA) heightened pleading standards without providing representative examples of false claims,...more

9/17/2014 - Corporate Counsel Popular

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 Bitcoin CBOE CFPB CFTC Commodity Pool Compliance CPO Cross-Border Exclusive Jurisdiction False Claims Act (FCA) FINRA Forum ISDA JOBS Act Jurisdiction OTC Regulation M Regulation Z SEC Security-Based Swaps Swap Dealers Swaps UK

District Court Reaffirms Rule 10b5-1 Standard and Denies Motion to Dismiss Insider Trading Charges

The US District Court for the Northern District of Illinois denied a motion to dismiss a 16-count indictment for insider trading, finding the government adequately alleged each element of the offense....more

7/30/2014 - Criminal Prosecution Insider Trading Rule 10b-5 Securities Fraud White Collar Crimes

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