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Blog: Are Companies Now Quicker To Settle With Hedge Fund Activists?

According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists...more

IRS Provides Guidance on Fund of Funds

On September 15, the Internal Revenue Service published final regulations revising examples related to the application of the controlled group rules to regulated investment companies (RIC) and how the controlled group rules...more

Financial Regulatory Developments Focus - September 2015 #5

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

IRS Adds Certain Spin Transactions to the “No Rule” List

Treasury and IRS announce that certain “cash rich” and REIT/RIC conversion spin-offs are under study and are added to the “no rule” list. On September 14, 2015, the United States Treasury Department (the Treasury) and...more

The United States Bankruptcy Court for the Southern District of New York Deals Loss to Lehman in Interpreting Loss Under ISDA...

In a blow to the Lehman Chapter 11 estates, the United States Bankruptcy Court for the Southern District of New York held on September 16, 2015 that Intel Corporation’s Loss calculation resulting from a failed transaction...more

NASAA Mistakes The Principal

I have frequently commented on the fact that many so-called “investor protections” have the unintended consequence of increasing the risk of investor losses.  One example are limitations on resales.  An illiquid security is...more

TSX Amends Requirements for Closed-end Funds, Exchange Traded Products and Structured Products

The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual (Manual) concerning non-corporate issuers, effective September 17, 2015. The amendments generally codify existing practices of the TSX with...more

Audit Committee Disclosures Among Largest Companies Continue to Expand

In its fourth annual report on enhanced audit committee reporting to shareholders, Ernst & Young reports that “the previously observed trend of Fortune 100 companies going beyond minimum disclosure requirements and providing...more

The latest on the Small Business, Enterprise and Employment Act 2015: Restructuring and Insolvency

More important changes to the Insolvency Act 1986 (IA86) and other insolvency- related legislation come into force this week (1 October 2015) as a result of the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015)....more

Five Settle Insider Trading Charges with SEC

The SEC filed a settled insider trading case which names as defendants two attorneys, an accountant and two other individuals. The action is based on information misappropriated from a corporate director by his personal...more

Australian Superannuation Update: Independent Directors Superannuation Governance Bill

On Wednesday, 16 September 2015, the government tabled legislation that, if passed, will impose, in the case of corporate trustees, a requirement that one third of directors be independent from the trustee with an independent...more

Blog: Are Whistleblowers Just Out For The Big Bucks?

Given that, last year, the SEC awarded $30 million to one whistleblower alone, it looks like a pretty good gig. The previous year, the SEC awarded a whistleblower $14 million. That’s not too bad either....more

Securities and Corporate Finance Alert: Equity Crowdfunding in Canada Q&A: What is the Current State of the Law?

There is some confusion in the Canadian financial and legal marketplace about the exact state of the law regarding equity crowdfunding. This confusion is understandable, given the fact that there have been a number of...more

In re Appraisal of Dell Inc., C.A. No. 9322-VCL (Del. Ch. July 13, 2015) (rev'd July 30, 2015) (Laster, V.C.)

In this memorandum opinion, the Delaware Court of Chancery granted a defendant’s motion for summary judgment, holding that the continuous holder requirement set forth in Section 262 of the General Corporation Law of the State...more

Saudi Arabia Update - September 2015

Legal Developments - 100 per cent foreign ownership in retail entities to be allowed - Prior to Saudi Arabia’s 2005 accession to the World Trade Organization (WTO), non-Gulf Cooperation Council (GCC) investors could...more

Simplified Rights Offering Rules Announced By Canadian Securities Administrators

The Canadian Securities Administrators (CSA) have announced that a revised rights offering regime for reporting issuers will come into force on December 8, 2015 (the New Rules). The New Rules will benefit reporting issuers...more

Orrick's Financial Industry Week in Review

SEC Updates Compliance and Disclosure Interpretations for Legacy Deals - On September 16, the SEC released its updated compliance and disclosure interpretations for the rules adopted under Regulation AB, the Securities...more

Blog: SEC Seeks Comment On Effectiveness Of Reg S-X Rules That Require Disclosure About Entities Other Than The Reporting Company

The SEC is requesting comment on certain Reg S-X rules as part of its Disclosure Effectiveness Project. The request relates specifically to the financial disclosure requirements in Reg S-X that require public reporting...more

CFTC Modifies Position Limit Aggregation Proposal

The Commodity Futures Trading Commission has modified its position aggregation proposal, which initially was proposed on November 15, 2013. Under the 2013 proposal, an entity owning 50 percent or more of another entity would...more

Crowdfunding: A Potential Cash Source for Business That Could Make a Well-Intentioned Company's Financial State Worse

“Crowdfunding”: In broad terms, it’s a decade-old means to an end for those with bright ideas and dim financials who hope to bring an inspired cause to market. As established as the practice is, with the more recent explosion...more

SEC Settles FCPA Action With Hitachi

The SEC filed a settled FCPA books and records and internal controls action centered on a firm which used a subsidiary partially owned by a foreign political party to influence the award of government contracts. Specifically,...more

Blog: Secondary Sales of Private Company Stock

In years past, a private company stockholder would have expected to wait until the company went public or was acquired to receive any return on investment. However, over the last several years, stockholders in many private...more

Blog: FASB Proposes Amendments Regarding The Concept Of “Materiality” In The Context Of Disclosure Requirements

FASB has issued two exposure drafts as part of its disclosure framework project, which is intended facilitate clearer communication of GAAP information required in notes to financial statements. The two proposals are intended...more

Corporate and Financial Weekly Digest - Volume X, Issue 37

SEC/CORPORATE - SEC Advisory Committee on Small and Emerging Companies Makes Recommendations - On September 23, the Securities and Exchange Commission Advisory Committee on Small and Emerging Companies (Advisory...more

UK tax treatment of US LLCs: HMRC responds to the Supreme Court’s decision in Anson v HMRC

Executive Summary - Her Majesty’s Revenue & Customs (HMRC) has now published its response to the U.K. Supreme Court’s recent judgment in Anson v HMRC. The response confirms that HMRC will continue its existing practice...more

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