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SEC Government-Business Forum on Small Business Capital Formation

Last week, the SEC held its annual Government-Business Forum, which included a number of presentations on exempt offering alternatives. Anya Coverman, Deputy Director of Policy of NASAA, presented on intrastate crowdfunding....more

Co-debtors’ Obligations May be Treated Differently in Bankruptcy

Imagine the following common scenario: A lender makes a commercial loan and the note is signed by two borrower entities, each of whom provides separate real property collateral as security for the loan. The borrowers...more

Why are Companies and their Directors and Officers Still Behind on Cyber Security Oversight and Disclosure?

Over the past three years, I’ve been outspoken about the need for better board oversight of cyber security, as well as the need for better cyber security disclosure. The severity of the cyber threat is so significant to...more

M&A Attractiveness Index, EMEA – Overview

As part of White & Case's strategic partnership with the Mergers and Acquisitions Research Centre (MARC) at Cass Business School, we have used their M&A Attractiveness Index data for various countries where we have offices...more

Return of the Cyborg Part II: First-Ever SEC Cybersecurity Enforcement Action Filed Against Investment Advisory Firm

As our last newsletter highlighted, the government is ramping up enforcement investigations against both regulated entities and public companies for perceived cybersecurity failures. Proving the point, on September 22, 2015,...more

SEC Demands Admissions For Compliance Failures

When the Commission adopted its policy of requiring admissions to settle certain enforcement actions no bright line test was created. Rather, an array of facts were to be assessed on an individual, case-by-case basis....more

The Bad Bet of Offering Self Directed Brokerage Accounts in 401(k) Plans

I love Las Vegas and I hate to gamble, which explains why I haven’t been to Atlantic City since 1995. I love the sights, sounds, the entertainment, the food, and everything but the gambling. I hate gambling because I don’t...more

IPOs and IPAs: Ballast Point Transaction Illustrates Benefits of a Dual-Track Approach

The menu for craft breweries raising capital and looking for investor liquidity now includes another viable alternative – public offerings. With the filing of public offering documents by Ballast Point Brewing & Spirits and...more

SEC Once Again Sanctions The CCO of An Investment Advisory Firm

On November 19, 2015, the SEC announced a settlement with investment advisory firm Sands Brothers Asset Management, LLC for violating the Custody Rule, SEC Rule 206(4)-2, which requires that registered investment advisers who...more

ISS and Glass Lewis Update Policies for 2016 Proxy Season

Institutional Shareholder Services (ISS) and Glass Lewis have released updates to their proxy voting policies that will apply to shareholder meetings held on or after February 1, 2016. The ISS policy updates can be found here...more

Proposed Treasury Regulations Address Private Equity Management Fee Waivers and Profits Interests

The Internal Revenue Service ("IRS") and Treasury Department recently released proposed regulations under section 707(a)(2)(A) of the Internal Revenue Code of 1986 (the "Code) addressing the issuance of certain interests in...more

SEC Issues Report on Increasing Use of Outsourced Chief Compliance Officers

In November 2015, the Securities and Exchange Commission (SEC) released its Outsourced CCO Initiative Report. The report addressed the increased trend of outsourcing compliance activities to third-party consultants within the...more

Public-Private Partnerships and Pay-to-Play in New Jersey: “P3s and P2P in the Garden State”

Public-Private Partnerships (commonly known as “P3s”) are very popular across the country, including the recently announced renovations at LaGuardia Airport as one example. P3s are also gaining significant attention here in...more

Applying The "Common Legal Interest" Privilege In The Context Of A Financial Transaction

Sophisticated and complex commercial litigation and criminal investigations often involve many participants and their lawyers. In these cases, it is often beneficial for the lawyers to share confidential information pursuant...more

Upping the Ante: Cybersecurity, the SEC and the Perils of Being Unprepared

The U.S. Securities and Exchange Commission is finally getting serious about cybersecurity – and for good reason. If the ever-growing business and headline risks aren’t enough to scare investment advisers and broker-dealers...more

Proxy Advisory Firms Issue 2016 Voting Guidelines

Proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) provide an array of services related to corporate governance and proxy voting to public company shareholders....more

New Bank Examination Procedures for Cybersecurity

There is no more pressing problem facing business organizations today, of all types, than cybersecurity threats. For a highly regulated industry like banking, regulators are watching closely to see how the IT governance...more

The Entrepreneurs Report - Q3 2015

Unicorns and Other High-Valuation Deals - Over the last several years, the number of private companies with valuations in excess of $1 billion has skyrocketed, with daily reports of births of new “unicorns.” As the...more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

A Secret UK Government Consultation–Is the Bribery Act About to Be Watered Down?

Through a Freedom of Information Act request, anti-corruption campaigners Corruption Watch obtained and released details of what they dubbed a “widespread, secret and one-sided consultation” by the Department of Business,...more

Amendments to the German Voting Rights Notification Rules

New European transparency requirements have been transformed into German law. On 27 November, Germany will implement the Amendment Directive to the Transparency Directive (2013/50/EU, the Amendment Directive). The...more

Bank of Italy: New Reporting Requirements on Issuances and Offerings of Financial Instruments

The Bank of Italy post-trade reporting requirements are likely to impact the issuance and offering of bonds and other debt securities in Italy. The Bank of Italy has the power to require entities issuing or offering...more

SEC Provides Guidance on Exclusion of Shareholder Proposals Under the “Ordinary Business” and “Direct Conflict” Exclusions of Rule...

On October 22, 2015, the staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which addresses issues related to shareholder proposals that conflict with a company’s own proposal or...more

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

Summary: The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code...more

"EU Banker Bonuses: Collision Avoided?"

On November 12, 2015, the European Banking Authority (EBA) published a follow-up report on the treatment of role-based allowances (Allowances) paid by banks to their staff. The EBA’s original, October 2014 report and opinion...more

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