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"SEC Proposes Long-Awaited Mandatory Compensation Clawback Rules"

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) issued long-awaited proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform...more

SEC Proposes Clawback Rules

Yesterday, the SEC proposed the long-awaited executive compensation clawback rules under Section 954 of the Dodd Frank Act. Weighing in at over 100 pages, there is a lot to digest. This McGuireWoods client alert provides an...more

Blog: SEC Issues Concept Release Regarding Potential Additional Audit Committee Disclosures

The concept release seeks public comment on possible new reporting requirements focused on the audit committee’s responsibilities with respect to its oversight of the independent auditor. As the release notes, SOX mandated...more

Ouch! SEC’s Proposed Executive Compensation Clawback Rules Carry a Sting

On July 1, 2015, the Securities and Exchange Commission proposed long-awaited rules to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 mandating any company whose securities are...more

Blog: SEC Proposes Clawback Rules

At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal....more

U.S. Perspective on Intercompany Cross-Border Loans – Follow Best Practices and Avoid Unintended Consequences

When funds are moved through a corporate group, whether to fund an acquisition or the working capital needs of an affiliate, the transfers may be recorded as book-entry advances and not documented or documented at a later...more

SEC Charges Mutual Fund Board Members and Investment Adviser with Violations of Section 15(c) For Deficient Advisory Contract...

On June 17, 2015, the SEC charged Commonwealth Capital Management (“CCM”), an investment adviser to various mutual funds within World Funds Trust (“WFT”) and World Funds, Inc. (“WFI”), for violating Section 15(c) of the...more

Intercreditor Agreements: Recognize That Second Lien Financings Are A Special Case Of Subordinated Lending

BOKF, N.A. v. JPMorgan Chase Bank, N.A. (In re MPM Silicones, LLC), 518 B.R. 740 (Bankr. S.D.N.Y. 2014) – Senior lienholders sued lenders holding junior liens on common collateral, arguing that the junior lienholders...more

SEC Sanctions KKR Over Fee Allocations

The SEC filed its first action involving a private equity fund and broken deal expenses. By the time the Commission discovered the question the firm realized it did not have a disclosure policy, retained a consultant to study...more

Tax Newsletter - March/April 2015 (China & Hong Kong)

In This Issue: The People's Republic of China: - China Tightens Tax Control Over Cross-Border Intercompany Payments - China Provides Further EIT Incentives For Integrated Circuit Industry - Expansion of...more

Ontario Creates Significant New Record-Keeping Obligations for Capital Markets Participants

The Ontario government has amended Ontario’s Securities Act (Act) to expand the scope of prohibited insider trading and enhance the record-keeping requirements imposed upon capital market participants in the province. This...more

Special Focus: What The Insurance Industry Should Know About The IRS’s Campaign Against “Abusive” Micro Captives

Though in the midst of a stifling budget and personnel reduction, the United States Internal Revenue Service (“IRS”) recently announced an increased effort to curb what it sees as widespread abusive applications of so-called...more

Canadian Wrapper Exemptions Implemented as Rules

The Canadian securities regulators have finalized rule changes that would enable foreign issuers (including governments) to make private placement offerings to permitted clients in Canada as part of a global offering without...more

SEC Publishes Staff Interpretations on New Regulation A+

The Securities and Exchange Commission has published 11 Compliance and Disclosure Interpretations (“C&DIs”) related to the new rules implementing “Regulation A+,” which became effective June 19, 2015. The C&DIs are numbered...more

SEC Charges KKR With Misallocating Broken Deal Expenses

Everyone knew the SEC would pursue a marquee-name private equity sponsor for misallocating expenses. It finally happened, with KKR settling charges for misallocating “broken deal” expenses. Charges against others are likely...more

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

Corporate Governance for Investment Firms - The Central Bank has issued a consultation paper regarding the appropriate corporate governance requirements to be applicable to investment firms. The relevant paper, CP 94,...more

“Notable By Their Absence: Finders And Other Financial Intermediaries In Small Business Capital Formation”

Small businesses are often regarded as the catalyst for economic growth in the United States. Small businesses account for the creation of two-thirds of all new jobs, and are the incubators of innovation. The majority of...more

Blog: Should You Invest in Patent Protection?

Patent protection is an investment in technology. Like other investments, it can be expensive and uncertain. But for a technology startup, patent protection can also yield an outsized return by attracting investors,...more

Formation of Private Equity and Venture Capital Funds

The Cayman Islands has long been the most prominent offshore jurisdiction through which to structure offshore private equity and venture capital funds. Why the Cayman Islands? The attractions for international...more

WCO publishes guide to customs valuation and transfer pricing

The challenges faced by multinational enterprises (MNEs) in navigating the interface of transfer pricing and customs valuation rules is not a new phenomenon. However, due to a marked increase in recent years of the number of...more

Delaware Supreme Court Rejects Presumption of Disloyalty for Independent Directors

Public companies incorporated in Delaware frequently adopt a charter provision, pursuant to 8 Del. C. § 102(b)(7), that insulates their directors from monetary damages for breaches of the fiduciary duty of care. Those...more

Deadline Approaching for Submission of 2014 BEA Surveys of U.S. Direct Investment Abroad and Foreign Direct Investment in the U.S.

The Bureau of Economic Analysis (BEA) of the U.S. Commerce Department is conducting its quinquennial (every five years) survey of investment in foreign entities. The BE-10 Benchmark Survey (BE-10 Survey) is the most...more

Guide to Doing Business in New Zealand: Major Forms of Business Organisation (Updated)

MAJOR FORMS OF BUSINESS ORGANISATION - A foreign company or investor proposing to establish a business in New Zealand may choose from a number of different entities or forms of business organisation. Each of these...more

"Restructuring Offshore PRC Debt"

As the growth of the Chinese economy (and the real estate sector in particular) slows, we are seeing stress in an increasing number of issuers of offshore noninvestment-grade People’s Republic of China (PRC) bonds. It seems...more

Gallagher Chides Commission for Sanctioning IA CCO’S

In a strongly-worded public statement last week, SEC Commissioner Gallagher chided the Commission for “cutting off the noses of CCO’s to spite its face.” Explaining his dissent in two recent enforcement actions imposing...more

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