Commercial Law & Contracts, Finance & Banking, Securities Law

Structured Thoughts -- Volume 4, Issue 8 -- May 15, 2013

by Bradley Berman, Lloyd S. Harmetz, Charles M. Horn | Morrison Foerster - Structured Products on 5/16/2013

In This Issue: Due Diligence Procedures for Structured Note Distributors; Key Issues for Yankee CDs; The SEC and FINRA: Protect Your Elders; The FSOC’s 2013 Annual Report: Increasing Exchange-Traded Product Activity;...more

"Extension of UK Takeover Code Jurisdiction"

by Michael Hatchard, Scott Hopkins | Skadden, Arps, Slate, Meagher & Flom LLP on 5/16/2013

On 15 May, the U.K. Takeover Panel (the Panel) published its response to a consultation paper proposing to extend the jurisdiction of the U.K. Takeover Code (the Code). The Panel has concluded that the Code’s jurisdiction...more

Continuous Disclosure – What to Say and When?

by Adam Levine, Su Sze Ting | K&L Gates LLP on 5/16/2013

Key Points - Continuous disclosure is one of the key elements of ensuring market integrity. With the recent amendments to the Listing Rules and the introduction by the Australian Securities Exchange (ASX) of a new...more

DOJ Turns FCPA Spotlight on Financial Services Sector as Enforcement Efforts in Latin America Continue

by Demme Doufekias, Adam S. Hoffinger, Robert A. Salerno | Morrison & Foerster LLP on 5/16/2013

Last week, the U.S. Department of Justice (DOJ) announced the indictment of two employees of a U.S. broker-dealer, Direct Access Partners, and a senior official in Venezuela’s state economic development bank, Banco de...more

IRS Issues Final Regulations Treating Qualified Stock Dispositions as Asset Sales

by Wilson Sonsini Goodrich & Rosati on 5/16/2013

On May 10, 2013, the Internal Revenue Service (IRS) and Treasury Department released the long-awaited final regulations under Section 336(e) of the Internal Revenue Code, treating certain sales, exchanges, and distributions...more

SEC Issues Guidance on Disclosures Made via Social Media

by David Garcia, Michael Meskill | Jackson Walker on 5/16/2013

The Securities and Exchange Commission (the "SEC") recently issued a Report of Investigation (the "Report") in which it provides helpful guidance to public companies regarding their use of social media to disclose material...more

District Court Denies Countrywide’s Motion to Dismiss AIG Suit

by Orrick - Structured Finance Group on 5/15/2013

On May 6, Judge Mariana Pfaelzer of the United States District Court for the Central District of California allowed American International Group, Inc. (AIG) to proceed with several of its claims against Bank of America and...more

SEC Roundtable Discusses Current Securities Law Topics at 33rd Annual Ray Garrett Jr. Corporate and Securities Law Institute

by Mark Reyes, Mark Wood | Katten Muchin Rosenman LLP on 5/15/2013

On May 2, Lona Nallengara and Shelley E. Parratt, the acting director and the deputy director, respectively, of the Securities and Exchange Commission’s Division of Corporation Finance, participated in a roundtable...more

Scam Artists From Texas And Compliance Risk Management

by Thomas Fox on 5/15/2013

Billie Sol Estes died yesterday and when it comes to scam artists from the great state of Texas, before there was Allen Stanford and his magical Certificates of Deposits located in his private bank in Antigua, there was...more

New York Appellate Court Reinstates Fraudulent Inducement Claim Against Goldman and M&T Bank

by Orrick - Structured Finance Group on 5/15/2013

On May 7, New York’s First Department appellate court reinstated CIFG Assurance North America, Inc.’s fraud claim against Goldman Sachs & Co. and M&T Bank. Last May, a New York trial court dismissed CIFG’s claim for...more

International Bribery Charges Against Broker-Dealer Employees Result From SEC Exam

by BuckleySandler LLP on 5/14/2013

On May 7, the DOJ charged two employees of a U.S. broker-dealer and a senior official in Venezuela’s state economic development bank for their alleged roles in what the DOJ describes as a “massive international bribery...more

MBIA and Bank of America Settle MBS Litigation for $1.7 Billion

by Orrick - Structured Finance Group on 5/14/2013

On May 6, monoline insurer MBIA announced that it had reached a $1.7 billion settlement with Bank of America in connection with alleged fraud and breach of contract claims related to Countrywide-issued mortgage-backed...more

At Last: Final Regulations Issued Under Section 336(e)

by Dennis Allen, Robert S. Chase II, Reginald Clark, Jeffrey Mace, Daniel McKeithen, Michael Miles, William Pauls, David Roby, Jr., Christopher Schoen, William Sheumaker, Carol Tello, more +H. Karl Zeswitz, Jr. | Sutherland Asbill & Brennan LLP on 5/14/2013

In a move that was nearly 27 years in the making, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued long-awaited final regulations under §336(e) (the Final Regulations) on May 10. Section 336(e)...more

District Court Denies Banks’ Motions to Dismiss Litigation Concerning Role of MBS Trustees

by Orrick - Structured Finance Group on 5/14/2013

On May 6, Judge Katherine Forrest of the United States District Court for the Southern District of New York denied Bank of America and U.S. Bank’s motions to dismiss an action relating to their roles as trustees of Washington...more

SEC Settles Suit for Misleading Advisory Contract Approval Disclosure

by David Freese, Sean Graber, Daniel Levin, Richard F. Morris, John O'Brien, Zachary E. Vonnegut-Gabovitch | Morgan Lewis on 5/10/2013

Settlement with mutual fund directors and service providers serves as a reminder of responsibilities for disclosures relating to the approval of investment advisory contracts and provides insight into SEC enforcement...more

Greenberger: Derivatives Legislation Would Seriously Weaken Dodd-Frank [Video]

by Bloomberg Law on 5/10/2013

May 10 (Bloomberg Law) -- Michael Greenberger, a professor at the University of Maryland School of Law, tells Bloomberg Law's Lee Pacchia that a new set of legislation making its way through the House of Representatives could...more

FHFA Updates Securitization Platform, Contractual And Disclosure Framework Progress

by BuckleySandler LLP on 5/9/2013

On April 30, the FHFA published a progress report on the current design principles and functions on the common securitization platform for residential mortgage-backed securities that it is building. The report explains that...more

Capital Infusion - May 2013: Case Spotlight

by Adam Connatser, Jon Finger, Rani Hauth Guerra, J. Atwood Jeter, David McLean | Patton Boggs LLP on 5/9/2013

Down-Round Equity Financings and Subsequent Exit Transactions - Best Practices for Preferred Investors and their Board Designees - Today’s middle market private equity landscape is as diverse and varied as it has ever...more

SEC Settles with Service Providers and Trustees of two Mutual Fund Trusts for Inaccurate Disclosures Regarding Section 15(c)...

by Ropes & Gray LLP on 5/7/2013

On May 2, 2013, the SEC filed an order instituting settled administrative proceedings against the trustees (“Trustees”) and certain service providers of two “turnkey” open-end series investment companies, Northern Lights Fund...more

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Commercial Law & Contracts › Finance & Banking › Securities Law

Structured Thoughts -- Volume 4, Issue 8 -- May 15, 2013

"Extension of UK Takeover Code Jurisdiction"

Continuous Disclosure – What to Say and When?

DOJ Turns FCPA Spotlight on Financial Services Sector as Enforcement Efforts in Latin America Continue

IRS Issues Final Regulations Treating Qualified Stock Dispositions as Asset Sales

SEC Issues Guidance on Disclosures Made via Social Media

District Court Denies Countrywide’s Motion to Dismiss AIG Suit

SEC Roundtable Discusses Current Securities Law Topics at 33rd Annual Ray Garrett Jr. Corporate and Securities Law Institute

Scam Artists From Texas And Compliance Risk Management

New York Appellate Court Reinstates Fraudulent Inducement Claim Against Goldman and M&T Bank

International Bribery Charges Against Broker-Dealer Employees Result From SEC Exam

MBIA and Bank of America Settle MBS Litigation for $1.7 Billion

At Last: Final Regulations Issued Under Section 336(e)

District Court Denies Banks’ Motions to Dismiss Litigation Concerning Role of MBS Trustees

SEC Settles Suit for Misleading Advisory Contract Approval Disclosure

Greenberger: Derivatives Legislation Would Seriously Weaken Dodd-Frank [Video]

FHFA Updates Securitization Platform, Contractual And Disclosure Framework Progress

Capital Infusion - May 2013: Case Spotlight

SEC Settles with Service Providers and Trustees of two Mutual Fund Trusts for Inaccurate Disclosures Regarding Section 15(c)...

Issues Arising in Commodity Inventory Finance

SEC Sanctions Fund Trustees for Inadequate Disclosures and Failure to Follow Compliance Policies

CFTC Reiterates That “Wash Trades” Are “Grave Violations” In Penalizing Two Experienced Traders For Wash Trading

Canadian Securities Regulators Grant Exemptions from Wrapper Requirements

Corporate Finance Alert: The Use of Non-GAAP Financial Measures — A Disclosure Guide

ECP Guarantor Provisions In Corporate Credit Agreements

Greenberger: Derivatives Legislation Would Seriously Weaken Dodd-Frank [Video]

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