General Business Securities

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Swaps End-User Update: CFTC Provides Helpful Interpretation for Forward Contracts with Embedded Volumetric Optionality

On May 12, 2015, the U.S. Commodity Futures Trading Commission (CFTC) issued its final interpretation (Final Interpretation) to clarify when a nonfinancial commodity contract that contains “embedded volumetric optionality”...more

Reporting Requirement for All U.S. Persons That Hold Interests in Foreign Affiliates

Pursuant to the requirements of the International Investment and Trade and Services Survey Act and related statutes, the U.S. Department of Commerce’s Bureau of Economic Analysis (BEA) collects information on international...more

Corruption Risks for Investors

Instances of corruption can have a significant impact on a company’s finances and reputation. Violations of regulations such as the Foreign Corrupt Practices Act (FCPA) or the UK Bribery Act can mean substantial penalties,...more

And Now Bad Actor Waivers for Forward-Looking Statements

The Securities Act (Section 27A(b)) and the Exchange Act (Section 21E(b)) exclude reliance on the safe harbor for forward-looking statements if, among other things, the statement is made with respect to an issuer that has,...more

Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more

Why Did BHP Billiton Settle an FCPA Case Including 7+ Year-Old Conduct?

Remember the Water Cube from the 2008 Olympics in Beijing? BHP Billiton has probably had reason to think about it recently. On Wednesday it settled an FCPA case with the SEC arising out of the company’s sponsoring the...more

On the Oregon Trail: the BHP Enforcement Action and High-Risk Hospitality

The settlers who took off on this Great Emigration on the Oregon Trail did not have anything in the way of a road map. Fortunately for the modern day anti-corruption compliance practitioner, you do have road maps that can...more

Is It Time to Switch Gears? Enforceability of Automotive Company Employee Confidentiality Restrictions

Given the large workforces and importance of intellectual property and trade secrets in the automotive industry, automotive companies rely heavily on confidentiality provisions in employment agreements and employee handbooks....more

SEC Equity Market Structure Advisory Committee: Assessing Complexity in the U.S. Equity Markets

On May 13, 2015, the Equity Market Structure Advisory Committee (the “EMSAC” or “Committee”) held its inaugural meeting (the “Inaugural Meeting”) at the Securities and Exchange Commission (the “Commission” or “SEC”) in...more

U.S. Money Market Fund Reform: Form N-CR and Related Website Disclosure Compliance Deadline Quickly Approaching

The July 14, 2015 compliance date for certain new money market fund reporting and disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC) is quickly approaching. In particular, money market funds...more

Note versus Mortgage: Who leads the dance?

Earlier this month, Florida’s Fourth District Court of Appeal released an opinion seemingly designed to serve as a primer on perfecting a security interest in a promissory note secured by a mortgage. The analysis is found in...more

IRS Presses Pause on Issuing Rulings

The IRS announced earlier this week that it may temporarily stop reviewing private letter ruling requests on the issue of whether a spin-off qualifies as tax-free under Section 355. More specifically, the IRS may hit pause on...more

CFTC Issues Proposed Order to Exempt Certain SPP Transactions from Regulation Under Most Provisions of the CEA and CFTC Rules

On May 19, 2015, the Commodity Futures Trading Commission (“CFTC” or “Commission”) issued an order in response to an application from Southwest Power Pool, Inc. (“SPP”) proposing to exempt three categories of SPP transactions...more

Violation of Corporate Charter: Breach of Contract, Fiduciary Duties or Both

When a company takes action through its board in violation of its certificate of incorporation, may a plaintiff stockholder bring suit against the company directly for breach of its certificate—the most important of corporate...more

EU Securities – Proposed Settlement System to Facilitate London Listings of US Companies

Historically, due to certain restrictions under US securities laws, equity securities of US companies and other companies that do not qualify as “foreign private issuers” under US securities laws (collectively, “US-Based...more

U.S. SEC Approves Proposals to Modernize Reporting Requirements for Registered Investment Companies and Registered Investment...

The U.S. Securities and Exchange Commission (SEC) today unanimously approved proposals (Proposals) to modernize the reporting of information provided by registered investment companies (funds) and registered investment...more

Financial Services Weekly News Roundup - May 2015 #3

SEC Proposals to Enhance Investment Company and Investment Adviser Reporting: As we went to press, the SEC commissioners announced that they had voted to approve two proposals. The first was for new and amended rules and...more

Does the SEC Want Issuers to Self-Report Everything?

Andrew Ceresney, Director, SEC Division of Enforcement delivered remarks at a conference where he addressed the SEC’s cooperation program. Much of the focus was on the benefits of self-reporting and cooperation in...more

Must the "Maker" of a False Statement have "Ultimate Authority" over that Statement to be Subject to Liability for Securities...

This case involved a civil enforcement action by the Securities and Exchange Commission (SEC) against certain public relations companies and their principals, alleging violations of—among other things—Section 17(a) of the...more

A Regulatory Reform Glossary

Since the financial crisis, financial institutions have been required to address significant regulatory changes. The new regulatory framework in the United States and Europe has introduced a series of new terms. This brief...more

Compliance Week 2015 Wrap Up

Compliance Week 2015 has ended. This year was the tenth anniversary of the annual conference and in many ways I found it to be the best one yet. Matt Kelly and his team put together a conference and experience, which was...more

California’s Other Investment Adviser Law

California’s Corporate Securities Law of 1968 defines and provides for the comprehensive regulation of most, but not all, investment advisers.  Some investment advisers are subject to an entirely different law found in the...more

SEC Charges Australian Mining Company for FCPA Violations Arising from Its Hospitality Program at the 2008 Beijing Olympics

On May 20, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced a $25 million settlement with Australian mining company BHP Billiton (the "Company") to resolve Foreign Corrupt Practices Act (“FCPA”) charges...more

Financial Regulatory Developments Focus - May 2015 #3

In This Issue: - Application of EU Requirements for Remuneration Policies for Small and Non-Complex Firms Confirmed - US Regulators Issue the Final Interpretation on Forward Contracts with Embedded Volumetric...more

Fee-Shifting Prohibition Clears a Hurdle

Last week, the Delaware Senate, in response to a prior Delaware Supreme Court ruling, voted to approve legislation that would prohibit corporations from adopting charter or bylaw provisions that shift a corporation’s legal...more

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