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Supervisory “Concerns” with Shareholder Protection Arrangements

In December 2015 (following years of sporadic and seemingly random criticism) of shareholder protection arrangements, the Board of Governors of the Federal Reserve System issued guidance that the Federal Reserve “may” object...more

Financial Markets Disputes and Regulatory Update - Winter 2015/Spring 2016

In this edition of our Financial Markets Disputes and Regulatory Update, we have considered the key financial markets cases and banking-related regulatory action from the second half of 2015, and distilled them into a list of...more

Corporate and Financial Weekly Digest - Volume XI, Issue 5

SEC/CORPORATE - SEC Approves FINRA’s Funding Portal Rules - On January 22, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority’s funding portal rules and related forms for...more

Financial Services Regulation - Exchange International Newsletter - Issue 28 - January 2016

DLA Piper’s Financial Services International Regulatory team welcomes you to the twenty-eighth edition of ‘Exchange – International’ – an international newsletter designed to keep you informed of regulatory developments in...more

Securities Enforcement 2015 Year-End Review

The Securities and Exchange Commission (the SEC or the Commission) filed a record 807 enforcement actions in fiscal year 2015, 52 more than it filed in 2014. It also set a record by obtaining approximately $4.2 billion in...more

Charlottesville as a "Hotbed for Innovation": Fastest Growing Area in US for Venture Capital Funding

Where a court is located often determines the type of cases that it hears. For example, the "Rocket Docket" of the Eastern District of Virginia hears a large number of patent and technology-related cases both because of the...more

Evaluating the Health of Loan and Bond Markets for 2016

Corporate borrowers and issuers typically access the credit markets only for need or opportunity, so may not actively monitor loan market conditions. As a leading firm with a nationally ranked practice representing borrowers...more

Securities and Exchange Commission (SEC) Emphasizes Priority to Bring Enforcement Actions for Commercial Bribery under U.S....

Black’s Law Dictionary defines commercial bribery as “[a] form of corrupt and unfair trade practice in which an employee accepts a gratuity to act against the best interest of his employer.” Commercial bribery is illegal...more

Corporate and Financial Weekly Digest - Volume XI, Issue 4

SEC/CORPORATE - Crowdfunding Portals Can Now Register With the SEC - As discussed in the November 6, 2015 edition of the Corporate and Financial Weekly Digest, on October 30, 2015, the Securities and Exchange...more

Tax Exclusions for Sale of Stock Issued by Qualified Small Business Corporations Becomes Permanent — At Least Temporarily

Over the past several years, Congress has sought to incentivize investment in small businesses by allowing taxpayers to exclude gains in certain small business stock sales. Gradually, Congress continued to increase these...more

House Committee on Financial Services Approves Bill Exempting Smaller Reporting Companies from Filing Financial Data in XBRL

On January 28, 2016, the House Committee on Financial Services reported favorably on the Small Company Disclosure Simplification Act. The bill has been scheduled for consideration by the full U.S. House of Representatives. ...more

SEC Further Enhances the IPO On-Ramp

The SEC’s rule changes further streamline the pathway for many companies to conduct their initial public offerings and reduce the burdens associated with their subsequent SEC periodic reporting obligations. On January...more

FTC Revises Hart-Scott-Rodino Thresholds for 2016

On January 21, 2016, the Federal Trade Commission announced revised notification thresholds pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The HSR Act requires parties to file notification...more

Bail out the sea of paper in your in-box – understanding Article 55 bail-in clauses

From 1 January 2016, European Economic Area (EEA) member states are required to implement Article 55 of the European Union Bank Recovery and Resolution Directive (2014/59) (BRRD)....more

CFTC Alert: 2015 CFTC Year-in-Review, and a Look Forward

CFTC continues to bring high-profile, large-penalty enforcement cases; begins bringing cases to enforce Dodd-Frank Act implementing regulations; and embarks on post-Dodd-Frank Act regulatory initiatives. Please see...more

Orrick's Financial Industry Week in Review

SEC Reopens Comment Period for Proposed Amendments to Rule 13n-4 under the Securities Exchange Act of 1934 - On January 15, the Securities and Exchange Commission reopened the comment period for proposed amendments to...more

Draft Bill on Open-Ended Fund Companies Gazetted

Following public consultation in March 2014, the Financial Services and the Treasury Bureau (FSTB) has now published the “Consultation Conclusions on Open-ended Fund Companies”, and the related Securities and Futures...more

Court Of Chancery Applies Entire Fairness To Controller Contract

This is an important and useful decision for at least two reasons. First, the Court carefully analyzes past Delaware precedent to conclude that the entire fairness test applies not just to squeeze-out mergers, but also to...more

The Financial Report - Volume 5, No. 2 - January 2016 (Global)

This week, the United States Supreme Court agreed to hear a case that could help to define what conduct constitutes insider trading and what level of proof the government must meet to successfully prosecute alleged insider...more

[Webinar] The Co-investment Climate in Private Equity - February 10th, 12:00 EST

Co-investments are an increasingly important component of capital used by private equity groups (PEGs) to fund acquisitions and represent an increasingly significant portion of this capital. This is one of the key findings of...more

Court Of Chancery Explores The Effect Of Federal Settlements On A Delaware Action And Applies Unocal To Bylaw Amendments

First, the Court explores the effect settlement agreements in two federal court actions might have on claims in a Delaware action. The decision holds that the settlements did not release the Delaware plaintiffs’ derivative...more

Qualifying Private Placement Exemption

The qualifying private placement exemption, which became available on 1 January 2016, makes interest on privately placed notes and/or bilateral loans exempt from United Kingdom withholding tax in certain circumstances where...more

"Acquisitions of Controlling Interests in Hong Kong-Listed Companies Through Primary Issuances"

Acquisitions that result in a change of control of a Hong Kong-listed company — defined as 30 percent or more of the voting power — trigger a mandatory general offer to all shareholders of the company. The Hong Kong...more

"New German Delisting Rules Aim to Protect Investors"

On October 1, 2015, the German Parliament amended the German Stock Exchange Act to provide more protection to investors in delistings, remediating the perceived lack of protection that the German Supreme Court created through...more

FTC Announces Annual Revisions to HSR Act Thresholds

In accordance with the 2000 amendments to the HSR Act, the Federal Trade Commission has announced its annual revision to the jurisdictional thresholds under the Act. The new thresholds will go into effect 30 days after...more

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