Business Organization Securities

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Certain Considerations Relating to Virtual Shareholder Meetings

Virtual annual shareholder meetings are gradually increasing year-over-year, but the absolute number is still small and investor resistance to the "virtual-only" format persists. Nevertheless, additional companies continue to...more

New rules on conflict minerals for EU importers

The European Union is bringing forward new rules on the sourcing and import of conflict minerals. The European Parliament approved the draft conflict minerals regulation (the Regulation) on 16 March 2017 by a large...more

Ukraine: Adoption of laws substantially changing legislative regulation on ownership and disposition of corporate rights (shares)...

On March 23, 2017 the Verkhovna Rada of Ukraine adopted three laws substantially changing legislative regulation on ownership and disposition of corporate rights (shares) of companies, in particular joint-stock companies, and...more

Department Of Business Oversight Proposes Changes To Proposed Finders Rule

Last July, the California Department of Business Oversight proposed regulations to implement the provisions of AB 667 (Wagner). The bill, which was enacted in 2015 and took effect last year, created a new exemption from the...more

Ukraine: Adoption of laws substantially changing legislative regulation on ownership and disposition of corporate rights (shares)...

On March 23, 2017 the Verkhovna Rada of Ukraine adopted three laws substantially changing legislative regulation on ownership and disposition of corporate rights (shares) of companies, in particular joint-stock companies, and...more

What’s happening with EB-5 financing for new development projects? Is it still available?

Unless Congress acts in time, a critical part of EB-5 financing will lapse on April 28, 2017 - The Regional Center program was enacted in 1992 as a “pilot project.” Since then, it has been renewed or extended many times...more

Day 21 of One Month to Operationalizing Your Compliance Program-Operationalizing Compliance at the Bottom [Video]

Today, I consider how to drive the message of compliance into the bottom of your organization. Even when a company does all the right things at the senior management level, the real issue is whether or not that culture has...more

Texas District Court Dismisses SOX Whistleblower Claim For Lack of Protected Activity

On March 21, 2017, the Northern District of Texas dismissed a former employee’s whistleblower retaliation claim on the ground that her allegations of fraud were too far removed from potentially harming the shareholders of a...more

Budget 2017: Changes to Canadian Exploration Expense and Flow-Through Shares

Canadian exploration expenses (CEE) are certain types of expenses incurred by oil and gas, mining and renewable energy corporations. CEE is 100 percent deductible in the year the expense is incurred. Certain types of CEE also...more

Southern District Of Ohio Holds Defendants Cannot Challenge The Manner In Which Shares Were Purchased At The Class Certification...

On March 17, 2017, Judge Michael Watson of the United States District Court for the Southern District of Ohio certified a securities class action brought against Big Lots, Inc. (“Big Lots”) and various current and former...more

SEC Issues New Sources of Custody Rule Guidance

On February 21, 2017, the SEC's Division of Investment Management provided additional guidance with respect to Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the Custody Rule). The guidance addressed the...more

Bridging the Week - March 2017 #4

Clearing Firm’s Failure to File Suspicious Activity Reports in Response to Red Flags Charged as Violation of FINRA Requirements: Electronic Transaction Clearing, Inc., a registered broker-dealer, was charged by the Financial...more

Top Ten International Anti-Corruption Developments for February 2017

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary...more

District Court Rules That Trader Can Be Liable For Insider Trading On Misappropriation Grounds Even When Information Was Not...

On March 20, 2017, Judge Juan Sanchez of the U.S. District Court for the Eastern District of Pennsylvania denied Defendant Leon Cooperman’s motion to dismiss an insider trading claim brought by the Securities and Exchange...more

Delaware Chancery Preliminarily Enjoins Merger-Related Stockholder Meeting Until Financial Advisor's Fees For Merger-Related...

On March 22, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery preliminarily enjoined a stockholder vote on the proposed acquisition by Consolidated Communications Holdings, Inc. (“Consolidated”) of...more

SEC Shortens Settlement Cycle to T+2

The Securities and Exchange Commission has adopted an amendment that will shorten the standard settlement cycle for most broker-dealer transactions from T+3 to T+2. Related amendments to rules of the New York Stock Exchange,...more

The Year Ahead for GCs and Compliance Officers: Reporting from the Annual SIFMA Compliance & Legal Society Seminar

From March 19–22, the Securities Industry and Financial Markets Association (“SIFMA”) hosted its Annual Compliance & Legal Society Seminar in San Diego, California. This seminar is the top conference for financial...more

Supreme Court Agrees To Hear Securities Case

The Supreme Court agreed to hear another securities case this week. Leidos, Inc. v. Indiana Public Retirement System, No. 16-581. The only other securities action currently on the High Court’s docket is Kokesh v. Securities...more

FINRA Proposal to Allow Broker-Dealers to Distribute Predictive Illustrations

Amendment to FINRA Communications Rule would put member firms on a more equal footing with investment advisers. In February 2017, the Financial Industry Regulatory Authority, Inc. (FINRA) announced a proposed amendment...more

The Financial Report, Volume 6, Number 6

Discussion and Analysis - This week, DLA Piper has been proud to once again be a sponsor of the Securities Industry and Financial Markets Association (SIFMA) Compliance and Legal Society’s Annual Seminar. Perhaps the...more

Court of Chancery Enjoins Transaction Pending Clearer Disclosure of Banker’s Conflicts

A board must disclose all information material to the stockholder vote for a transaction. Moreover, disclosures may be inadequate when they are buried in various places in a lengthy proxy statement. One piece of material...more

Financial Services Quarterly Report - First Quarter 2017: Hong Kong’s New Requirements for “Senior Management” of Fund Managers...

The Securities and Futures Commission of Hong Kong (SFC) recently introduced the “Senior Management Accountability Regime” (regime), in an effort to make senior managers (particularly those who are not already designated as...more

US Securities and Exchange Commission Seeks Public Comment on Possible Change to Industry Guide 3 – Statistical Disclosure by Bank...

The SEC published a request for public comment on disclosures called for by Industry Guide 3 - Statistical Disclosure by Bank Holding Companies. Stating that the financial services industry has changed drastically since Guide...more

US Securities and Exchange Commission Approves Rules to Ease Investor Access to Exhibits in Company Filings

The SEC adopted rule and form amendments to make it easier for investors and other market participants to find and access exhibits in registration statements and periodic reports that were originally provided in previous...more

Corporate Investigations and White Collar Defense - March 2017

DOJ's New Guidance for Evaluating Corporate Compliance Programs - Why it matters: On February 8, 2017, the DOJ released, to little fanfare, a new guidance document entitled "Evaluation of Corporate Compliance Programs."...more

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