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Investment Fund Violates “Investment-Only” HSR Exemption

At the request of the Federal Trade Commission (“FTC” or “Commission”), the Department of Justice (“DOJ”) filed this week in federal court a proposed settlement to charges that an investment fund violated the...more

Third Point Settles FTC Charges That They Violated U.S. Premerger Notification Requirements

On August 24, 2015, the FTC announced that Third Point Funds (“Third Point”), which includes three affiliated hedge funds commonly managed, agreed to settle FTC charges that it violated premerger reporting requirements in...more

Alert: SEC Adopts Final Pay-Ratio Rule

On August 5, 2015, the SEC adopted a final rule to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, often referred to as the pay-ratio provision. The pay-ratio provision mandates...more

FinCEN Proposes BSA/AML Rules for Investment Advisers (Again)

On Tuesday, August 25, 2015, the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department, issued a notice of proposed rulemaking that would bring certain investment advisers under the umbrella...more

Silicon Valley Venture Survey - Second Quarter 2015

Background - We analyzed the terms of 166 venture financings closed in the second quarter of 2015 by companies headquartered in Silicon Valley. - Overview of Fenwick & West Results - Valuation results continued...more

Blog: Institutional Shareholders Weigh In On Pay-Ratio Disclosure

According to the director of global governance at CalPERS, quoted in the article, the new rule should provide shareholders with more clarity on executive pay and reduce the need for “back-of-the-envelope” calculations: “’This...more

High Court Confirms Process For Distributing Client Money Held By Firm In Special Administration

In this case report, we consider the High Court judgment in Re Worldspreads Ltd v Re Investment Bank Special Administration Regulations 2011 [2015] EWHC 1719 (Ch) (19 June 2015). Originally published in Practical Law on...more

Blog: Revisions To Corp Fin Financial Reporting Manual — (Very) Limited Relief For Delinquent Filers

Corp Fin has today posted revisions to its Financial Reporting Manual. The only change this quarter relates to delinquent filers. The new guidance provides that, in general, Corp Fin will not, through the comment process,...more

Yet More Enhancements Proposed for Private Placement Reporting

The Canadian Securities Administrators (CSA) have managed to harmonize their differences for reporting prospectus-exempt distributions since their earlier proposals in February and March 2014. They have now proposed a common...more

FCPA Compliance and Ethics Report-Episode 189-Compliance Evangelist [Video]

In this episode I report on the exciting news of my new consolidated website which brings together my blog posts, podcasts and introduces new social media offerings. I also discuss my new role as a Compliance Evangelist. ...more

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more

SEC Adopts CEO Pay Ratio Disclosure Rules

The SEC recently adopted rules implementing Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). Section 953(b) directs the SEC to expand current disclosure requirements to require...more

The JOBS Act - The key to a kinder, gentler public offering?

For most companies, making a public offering of their shares is nearly impossible. Historically, this has been the case because the costs and challenges of going public, let alone being public, significantly outweighed the...more

SEC Adopts Pay Ratio Disclosure Rule

Overview of the Pay Ratio Rule: The Basic Rule - Reporting companies subject to the rule (Subject Companies) must disclose the ratio (pay ratio) for the most recent fiscal year of (a) the median of total...more

EU Securities Financing Transactions Regulation––Shining a Light on Shadow Banking

On June 29, the Council of the European Union announced that its Permanent Representatives Committee (Coreper) approved a final compromise text of the proposed regulation on reporting and transparency of securities financing...more

The SEC’s Common Sense Approach to Private Placements and General Solicitation

Earlier this month the SEC issued concurrently (i) the Citizen VC No Action Letter (in response to a request for guidance authored by Mintz Levin) relating to the use of 506(b) for a private placement online and (ii) a series...more

How Private Is Your Non-Public Information? Hackers And Traders Implicated In Criminal And Civil Suits In Hacking Securities Fraud...

According to a press release issued by the U.S. Attorney’s Office for the District of New Jersey, the U.S. Department of Justice (“DOJ”) unsealed two indictments on August 11, 2015 that bring charges against a network of...more

SEC Adopts Final CEO Pay Ratio Disclosure Rule

On August 5, 2015, the Securities and Exchange Commission adopted the final CEO pay ratio disclosure rule by a 3-2 vote. The final rule amends Item 402 of Regulation S-K, as required by Section 953(b) of the Dodd-Frank Wall...more

Executive Compensation Alert: SEC Issues Final CEO Pay Ratio Rule

On August 5, 2015, the Securities and Exchange Commission (the “SEC”) voted 3-2 to adopt the final “pay ratio” disclosure rule. This long-awaited, controversial rule is issued pursuant to Section 953(b) of the Dodd-Frank Wall...more

Blog: Do Hiring Practices Lead To Earnings Management?

Yes, according to a study from academics at the University of South Carolina, reported by Reuters. The study showed that U.S. public companies tend to favor hiring accountants “who show a willingness to flatter corporate...more

SEC Issues Interpretive Guidance On General Solicitations

On August 6, the SEC's Division of Corporation Finance offered interpretive guidance with respect to conducting a private placement under Rule 506(b) of Regulation D without running afoul of the "general solicitation"...more

New SEC “Claw Back” Rules

On July 1 2015, the Securities and Exchange Commission, by a 3-2 vote, proposed new rules requiring public companies to “claw back” executive compensation mistakenly awarded due to accounting errors. The proposed...more

SEC Adopts Final Rules Requiring Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission adopted final rules mandating pay ratio disclosures pursuant to Section 953(b)(1) of the Dodd Frank Wall Street Reform and Consumer Protection Act. The rules add a new...more

Blog: Will More Regulation Be Imposed On Stock Buybacks?

Lots of companies have been buying back their stock in recent years, either on their own initiative because, for example, management thinks the shares are undervalued, or sometimes at the insistence of hedge fund activists...more

Joining the Main Market: A Field Guide for Applicants to the Main Market of the London Stock Exchange

In This Issue: The Main Market of the London Stock Exchange is one of the world’s longest established and most liquid markets trading the securities of nearly 1,300 companies from over 60 countries, including many of...more

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