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Structured Thoughts: News for the financial services community, Volume 8, Issue 2

Identifying Conflicts of Interest in Structured Products Offerings - With FINRA and other regulators focused on conflicts of interest in the broker-dealer industry, market participants are working diligently to identify...more

Investment Funds Update: Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

AMF Consultations - Corporate Finance Advice and Intermediation in Miscellaneous Assets - The Autorité des Marchés Financiers (the “AMF”, the French financial markets authority) has recently launched two public...more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Disclosures in corporate transactions: A comparison of the UK/Singapore and US approaches

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often have to rely on the results of its due diligence and the seller’s warranties....more

Ninth Circuit Says Ethics Policies Are “Inherently Aspirational,” and Violations Don’t Support Securities Fraud Claims, in Retail...

A senior officer’s violations of a corporation’s code of conduct do not give rise to a claim for violation of the federal securities laws—even where the corporation (including the officer himself) has touted the company’s...more

The ReSET – Sales with the End in Mind

What to Pack? I promise this is the last in a series of recent columns focusing on “sales”. It all started with watching entrepreneurs struggle at the TEDCO Entrepreneurs Expo with their pitch to a panel of investors. There...more

Why are more companies staying private?

Because they can…. This was the conclusion of the discussion at the SEC Advisory Committee on Small and Emerging Companies earlier in the week. The Committee discussed statistics relating to the number of companies that are...more

US SEC Publishes Risk Alert on Top Five Investment Adviser Compliance Issues Found During Inspections

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) issued a National Exam Program Risk Alert on February 7, 2017 (Risk Alert), highlighting the “five compliance...more

Individual Defense in the Shadow of Corporate Guilty Pleas

Recent corporate guilty pleas can be expected to have serious implications for the individual executives and employees alleged to have been involved in the conduct under scrutiny. But there are other factors at play in such...more

SEC Staff Issues Guidance Regarding Open-End Fund Investments in Closed-End Funds

The staff of the U.S. Securities and Exchange Commission’s (SEC) Division of Investment Management (Staff) recently issued guidance regarding open-end fund investments in closed-end funds....more

OCIE to Investment Advisers: Focus on These Five Problem Areas

Only one month after releasing its exam priorities for this year, on February 7, 2017, the Securities and Exchange Commission (SEC) Office of Compliance Inspections and Examinations (OCIE) published a Risk Alert describing...more

The Financial Report, Volume 6, Number 3

The Ninth Circuit Court of Appeals in San Francisco is poised to rule on, with respect to President Donald Trump’s recent executive order on immigration, the question of how much power a president has to issue executive...more

The UK Modern Slavery Act – A Compliance Primer for Fund Managers

Starting this year, a significant number of fund managers based all over the world will be among the approximately 12,000 companies that will be required to publish an annual statement under the transparency provisions of the...more

M&A Global Intelligence Series: Warranty Time Limits and Caps

In M&A transactions, sellers routinely seek to limit their exposure under warranties and indemnities via reasonably standard exclusions and limitations. This article focuses on two of the most fundamental warranty...more

EGC Corporate Governance Practices: A survey and related resources - February 2017

During 2016, there were relatively few companies that completed initial public offerings (“IPOs”). Some commentators attribute the dearth of IPOs in 2016 to volatility arising from, among other things, Brexit and the U.S....more

2016 Securities and M&A Litigation Year in Review

Wilson Sonsini Goodrich & Rosati is pleased to present its 2016 Securities and M&A Litigation Year in Review. This report covers some of the major developments in securities and M&A litigation over the past year....more

2017 Annual Update – Bryan Cave Private Funds Practice

As we move into a new year, we have taken the opportunity to prepare an Annual Update for our investment adviser and private fund clients. This Annual Update reflects on major statutory and regulatory changes from 2016,...more

Dentons' pick of global regulatory trends to watch in 2017 - Anti-corruption

Focus on the US - Anti-corruption enforcement in the United States has changed dramatically in the past year and its future remains unclear. What direction will Attorney General Jeff Sessions take the US Department of...more

The SEC Expands Enforcement Program Based Upon Standard Corporate Separation Agreements

We have alerted you on two prior occasions regarding the Securities and Exchange Commission (SEC) imposing substantial fines and other penalties based solely on “boilerplate” language commonly found in corporate severance...more

Delaware Court of Chancery Rejects Bylaw That Required Supermajority Stockholder Vote to Remove Directors in Violation of 8 Del....

In Frechter v. Zier, C.A. No. 12038-VCG, 2017 WL 345142 (Del. Ch. Jan. 24, 2017) (Glasscock, V.C.), the Delaware Court of Chancery granted plaintiff’s motion for summary judgment on a declaratory relief claim and held that 8...more

SEC Issues a Call for Comments on All Aspects of the Conflict Minerals Rule

On January 31, the Acting Chairman of the Securities and Exchange Commission (“SEC”), Michael Piwowar, issued an call for comments with regard to the conflict minerals rule. The rule was originally adopted by the SEC in...more

Part 1 - ASEAN Capital Markets: A Round-Up of Developments in 2016

2016 was a somewhat muted year for the world’s capital markets and this story was mirrored across ASEAN. Spread across two client alerts we take a brief look at the capital markets of each of the ASEAN members, how they fared...more

Shareholder Liability For Corporate Income Tax?

Limited Liability - In general, the creditors of a corporation cannot recover the corporation’s debts from its shareholders—the shareholders enjoy the benefit of limited liability protection as a matter of state law....more

NC Bar on Notice: Business Court May Increase Scrutiny for Approval of Disclosure-Only Class Action Settlements & Attorneys’ Fees

Rolling into the new year, North Carolina attorneys are on notice that the ability to gain approval of class action settlements and related attorneys’ fees may become more difficult in some cases. In recent years, we have...more

"Key Developments in Delaware Corporation Law in 2016"

Significant changes in Delaware merger litigation and settlement practice in 2016, as well as noteworthy case law developments and trends, will continue to affect merger parties and litigants in 2017 and beyond....more

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