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US Financial Crimes Enforcement Network Deputy Director El-Hindi Addresses New Customer Due Diligence Rule and Beneficial...

As part of his remarks at the Institute of International Bankers Annual Anti-Money Laundering Seminar, US Financial Crimes Enforcement Network Deputy Director Jamal El-Hindi discussed certain US Department of Treasury efforts...more

More Egregious Aggregation Under ERISA in the Sun Capital Partners Case? The District Court Goes Down Yet Another Road

The recent opinion by the U.S. District Court for the District of Massachusetts on remand from the U.S. Court of Appeals for the First Circuit in the Sun Capital Partners case may be troubling to private equity funds and...more

Tips for CRM2 Compliance

The final phase of the Canadian Securities Administrators’ Client Relationship Model Project (CRM2) comes into force on July 15, 2016 when amendments to NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant...more

New OJK Regulation on Indonesian Securities Companies

The Indonesian Financial Services Authority (Otoritas Jasa Keuangan - "OJK") has recently issued Regulation No. 20/POJK.04/2016 ("Regulation 20/2016") on the Licensing of Securities Companies that Conduct Business Activities...more

Wine, Steak, and Massage Parlors Are Personal Benefits for Insider Trading

On May 26, 2016, the U.S. Court of Appeals for the First Circuit held that friends’ gifts of wine, steak dinners, and other luxury items can constitute the types of personal benefit needed to establish a breach of duty in...more

Gender pay gap – a new frontier?

Stockholder proposals regarding gender pay equality have been proposed at several large companies during this year’s proxy season, particularly among technology companies....more

The Inside Scoop: What does Tabernula tell us about the future of criminal insider dealing enforcement in the UK?

The high-profile insider trading prosecution dubbed “Operation Tabernula”, brought by the Financial Conduct Authority (“FCA”), has this month secured two further convictions. After a 12-week trial, Martyn Dodgson and Andrew...more

IRS Proposed Regulations Under Section 305(c)

In April, the IRS issued proposed regulations interpreting deemed distributions under Section 305(c). Specifically, the proposed regulations would clarify the amount and timing of deemed distributions that result from an...more

Dodd-Frank Implementation Update: Key Differences Between the CFTC and SEC Final Business Conduct Standards and Related...

The Securities and Exchange Commission (SEC) recently adopted final business conduct rules for security-based swap dealers (SBSDs) and major security-based swap participants (MSBSPs) under Section 15F(h) of the Securities...more

SEC continues to focus on internal control failures

The SEC has settled charges against Texas-based oil company Magnum Hunter Resources Corporation (MHR) and several individuals. The list of individuals implicated in this proceeding includes MHR’s Chief Financial Officer,...more

Non-GAAP measures - expecting an SEC crackdown

During the past few months, members of the SEC staff have been foreshadowing a renewed focus on enforcement of reporting of financial metrics and the use of “non-GAAP” financial measures by companies in the capital raising...more

Need some "specificity" in your proxy card? New SEC interpretation

The SEC's Division of Corporation Finance has issued a new interpretation related to the form of proxy requirements. The interpretation relates to the specificity with which an issuer must describe a Rule 14a-8 shareholder...more

The Silicon Valley Initiative – unicorns in SEC’s line of sight: action items

SEC Chair Mary Jo White and a delegation of officials from the SEC traveled to Silicon Valley early this spring to deliver a shot across the bow to technology and healthcare businesses, entrepreneurs, investors and their...more

Three Key Words for New Startups: Document, Document, Document

When you are starting a company, the last thing you want to think about is paperwork, particularly dense legal agreements between your other cofounder(s) and your new company. But as burdensome as it can seem now to properly...more

Rating Agency Developments

On May 18, 2016, Fitch issued a report entitled: Fitch: NSFR Rule Could Constrain Trust Banks’ Liquidity Position. Report. On May 16, 2016, Fitch issued a report entitled: Fitch: Confidence in US Marketplace Lending ABS Takes...more

Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute?

Earlier this week, The Wall Street Journal published two articles by Rolfe Winkler concerning shareholder access to financial information in companies not subject to the reporting requirements of the Securities Exchange Act...more

Tipping the Scales: Whistleblower Awarded $3.5 Million For Information That Advanced SEC Investigation

Last Friday, the SEC announced a whistleblower award of more than $3.5 million to an employee whose tip advanced an SEC investigation into the whistleblower’s company. According to the Order, while the information the...more

CSA’s New Consultation Paper Looks to Enhance Registrants’ Obligations

The Canadian Securities Administrators (CSA) recently released Consultation Paper 33-404 Proposals to Enhance the Obligations of Advisers, Dealers and Representatives Toward their Clients (Consultation Paper), which considers...more

Staying Private Longer

Yesterday, May 24, 2016, the Staff of the Securities and Exchange Commission published a Small Entity Compliance Guide that is intended to help issuers navigate the changes to the Exchange Act Section 12(g) threshold in light...more

SEC Issues C&DIs and Small Entity Compliance Guides for Crowdfunding

On May 13, 2016, the SEC issued new Compliance and Disclosure Interpretations (“C&DIs”) on Rules 100 (Crowdfunding Exemption and Requirements), 201 (Disclosure Requirements), 204 (Advertising) and 205 (Promoter Compensation)...more

FINRA Proposes Amendments to its New Debt Research Rule

On May 24, 2016, FINRA proposed amendments to its new debt research rule (Rule 2422). The amendments are intended to clarify Rule 2422 in four respects: (1) the consent requirement for institutional debt research reports...more

Third Time’s a Charm: NASDAQ Amends Proposed Rule Requiring Disclosure of “Golden Leash” Arrangements

As we previously reported here, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more

“It’s Not a Culture War” – Yet?

On May 23, 2016, at FINRA’s annual conference in Washington, D.C., Richard Ketchum, FINRA’s chairman and CEO, delivered a speech that shed a little light on FINRA’s recent sweep letter relating to firm culture....more

New information disclosure requirements for insurance companies

The China Insurance Regulatory Commission (CIRC) recently issued the Circular on Issuing the Information Disclosure Standards for Insurance Companies on the Use of Funds No.4: Large Investments in Unlisted Shares and Large...more

Do State Courts Lack Subject Matter Jurisdiction Over Covered Class Actions That Allege Only ’33 Act Claims?

In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a “covered class action” under...more

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