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Red Light for New Activist Strategy

by Jones Day on

Earlier this month, General Motors ("GM") won a decisive victory in a proxy contest waged by Greenlight Capital, the activist fund headed by David Einhorn. Greenlight claimed that GM's shares, which were trading at a price...more

More on the IPO Market from the SEC Investor Advisory Committee

The Committee devoted the morning’s session to a discussion of the decline in the number of U.S. IPOs. Chair Clayton addressed the Committee and noted that the decline in the number of U.S. IPOs and in the number of listed...more

Corporate and Financial Weekly Digest - Volume XII, Issue 23

SEC/CORPORATE - SEC Updates to Form ADV FAQs - On June 12, the staff of the Securities and Exchange Commission’s Division of Investment Management updated its Frequently Asked Questions on Form ADV and IARD. Much of the...more

Milan proposes an attractive tax regime – interplay with existing Italian tax rules and some key points

by DLA Piper on

In the international competition for investors and multinationals, Italy has emerged as a contender. Now the Metropolitan City of Milan has upped the ante, seeking to provide its own incentives to attract more investments...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The first criminal charges against a major international bank and four of its executives tied to the market crisis were brought this week by the SFO. The charges were based on actions the firm took with private lenders to...more

Day 17 Of One Month To Better Investigations and Reporting-Whom To Suspend During an Internal Investigation and De-Confliction

by Thomas Fox on

Who to suspend during any Foreign Corrupt Practices Act (FCPA) investigation is always a delicate question to answer. Unfortunately there is never an easy answer. As the Volkswagen (VW) emission-testing scandal continues to...more

Italy Addresses "Carried Interest" Tax Treatment

by Jones Day on

The Italian government has enacted Law Decree no. 50 ("Decree 50"), providing a set of new tax measures aimed at, among other things, attracting investments in Italy. Decree 50 was finally approved by the Italian Parliament...more

Lending Club Decision Provides Guidance For Bringing Section 11 Claims Based on Weaknesses in Internal Controls

We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more

Taiwan: Cross-border opportunities amid global change: Taiwan M&A has strong Q1 after a robust 2016 - Spurred by semiconductor...

by White & Case LLP on

The 2017 kickoff in Taiwan M&A showed the second-highest Q1 deal volume since Q1 2010, with 13 deals (Figure 1). This matched the Q1 2016 total—which itself was a busy year for M&A in Taiwan....more

First Circuit Affirms Dismissal of Biogen Investors’ Claims, Finding a Lack of “Connecting Detail,” in In re Biogen Inc....

In this putative class action, investors alleged that Biogen executives misled the public about the impact on sales of the company’s multiple sclerosis drug Tecfidera after one patient’s death. Plaintiffs alleged violations...more

FINRA Permits Related Performance Information in Institutional Communications for Registered Closed-End Funds

Introduction In an interpretive guidance letter issued to a registered closed-end fund on June 9, 2017, FINRA permitted the use of “related performance information” in communications that are distributed solely to...more

Compliance into the Weeds-Episode 43, the Linde Declination

by Thomas Fox on

In this episode, Matt Kelly and I take a deep dive into the first Declination issued by the DOJ in the era of the Trump Administration, which was issued by the DOJ on June 16, 2017, when it issued a Declination to Linde North...more

A Virtual Reality: New Opportunities for Shareholder Meetings in Virginia and Beyond

by McGuireWoods LLP on

This spring, Virginia Gov. Terry McAuliffe approved legislation passed by the General Assembly permitting Virginia corporations to hold virtual-only shareholder meetings, beginning July 1, 2017. When the new law goes into...more

European distressed debt and private equity - defensive strategies coming to the fore?

by DLA Piper on

Where a corporate borrower defaults on its debt terms, distressed debt investors are often presented with opportunities to acquire the debt at a discount. The strategy of investing in distressed debt presents investors with a...more

Cannabis companies: Think twice about ‘Alternative Public Offerings’

by Thompson Coburn LLP on

As many cannabis industry watchers know, one of the primary challenges still facing cannabis businesses is access to capital, as we have discussed previously on Tracking Cannabis. Heavy regulation in the industry and...more

Valuation of Illiquid Portfolio Investments – Avoiding Regulatory Risks with Form and Substance

For private fund managers, the valuation of privately-held securities has been subject to heightened regulatory scrutiny. As the IPO on-ramp for private “unicorn” investments has lengthened, fund managers may hold illiquid...more

Foreign Investment Reporting to the United States: In-Bound Investment into the United States Specific Survey Report Forms 5-Year...

by McNair Law Firm, P.A. on

The U.S. Department of Commerce, Bureau of Economic Analysis (BEA), conducts seven (7) mandatory surveys to collect information on direct investment. These seven surveys consist of an initial survey for any new in-bound...more

MiFID II for Non-EU Fund Managers

by Shearman & Sterling LLP on

The revised EU Markets in Financial Instruments package—known as MiFID II—takes effect on January 3, 2018. New rules on trading inducements, research, best execution, market transparency and the regulation of algorithmic...more

Attention Retail Investors: The SEC Wants to Hear Your Views on the DOL’s Fiduciary Rule

In connection with the Department of Labor’s (“DOL”) fiduciary rule (the “Fiduciary Rule”), key provisions of which became applicable on June 9, 2017, SEC Chair Jay Clayton issued a public statement seeking retail investors’...more

Hong Kong Securities Laws Violations: SFC’s Case Against Moody’s – Part 3

by Dorsey & Whitney LLP on

On June 8, 2017, the Hong Kong "Court" of Appeal handed down a "Judgment" dismissing an appeal brought by Moody’s challenging a determination (Determination) by the Securities and Futures Appeals Tribunal (“Tribunal”). This...more

OJK Simplifies the IPO Process and Enhances Disclosure

by White & Case LLP on

New regulations issued by the Indonesian Financial Services Authority (Otoritas Jasa Keuangan "OJK") aim to increase the number of public offerings in Indonesia by (1) shortening the regulatory review period by adopting a...more

Day 15 of One Month to Better Investigations and Reporting-the Parameters of Privileges

by Thomas Fox on

The concept of privilege in an internal investigation is critical. Two important privileges are the attorney/client privilege and the work product privilege. Unfortunately both are often miss-understood, miss-applied and...more

FCPA Compliance Report-Episode 336, James Koukios on Morrison Foerster April Anti-Corruption Report

by Thomas Fox on

In this episode, James Koukios, a partner at Morrison & Foerster returns to discuss the firm's newsletter Top Ten International Anti-Corruption Developments for April 2017. In this episode we highlight the three following...more

Dutch Court Denies Approval of Collective Settlement Unless Changes Are Made as to Allocation of Compensation and Fees

The Amsterdam Court of Appeal denied approval of the €1.204 billion collective settlement of former Fortis (now Ageas) shareholders’ claims unless the parties agree to restructure the allocation of the settlement amount among...more

Delaware Chancery Court Dismisses Caremark Claim For Failure To Adequately Allege That The Board Consciously Disregarded FCPA...

by Shearman & Sterling LLP on

On June 16, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty and other claims brought derivatively against the directors and former chief financial officer of...more

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