General Business Securities

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Brokers Switching Firms: The Protocol and Recent Developments

In August 2004, Merrill Lynch, Citigroup, and UBS entered a pact not to sue one another over client relationships in their wealth management businesses. This pact was known in the industry as the Protocol for Broker...more

SEC Speaks 2015: Enforcement Highlights

On February 20, 2015, the Securities and Exchange Commission (SEC) held its annual SEC Speaks conference, which updated the public regarding the staff’s work over the last year and its plans for 2015. ...more

New York Supreme Court Denies Barclays’ Motion to Dismiss NYAG’s Martin Act Claim – Court Finds Martin Act Applies to Barclays’...

Last week, the New York Supreme Court denied Barclays’ motion to dismiss the New York Attorney General’s fraud claim against the bank, finding that the NYAG may proceed with its claim under New York’s Martin Act based on...more

A New Spanish Corporate Governance Code For Listed Companies

The new Spanish Corporate Governance Code for listed companies, approved by resolution of the board of the National Securities Market Commission (CNMV) on 18 February 2015, dispenses with the recommendations that currently...more

High Court Divided: Is A Fish A Tangible Object?

Gulf fisherman John Yates was cited by a federally-deputized Florida Fish & Wildlife officer for having caught a few red grouper that were about an inch under the 20” minimum limit at the time (they’d have been legal under...more

OTC Derivatives Trading and Clearing Rules Move Closer to Implementation

Canada’s securities regulators have taken two additional steps towards implementing a comprehensive regulatory framework for over-the-counter derivatives (OTC Derivatives) and satisfying Canada’s G20 commitments in respect of...more

Fifth Circuit Holds that Loss on Abandoned Securities is Ordinary Loss

Wednesday, the Fifth Circuit issued its decision in Pilgrim’s Pride and held that a loss on abandoned securities is ordinary. The Fifth Circuit rejected the IRS’s argument that Section 1234A and Section 165(g) apply to treat...more

"CFTC, SEC Issue Guidance on the Applicability of Certain Regulations to Family Offices"

In November and December 2014, the Commodity Futures Trading Commission (the “CFTC”) and Securities and Exchange Commission (“SEC”), respectively, issued guidance regarding the applicability of certain regulations to family...more

New Louisiana Business Corporation Act: A Dozen Key Changes to Consider

The old Louisiana Business Corporation Law (Old LBCL) was replaced by the new Louisiana Business Corporation Act (New LBCA) on January 1, 2015. The complete text of the New LBCA can be found in this post, and the following...more

5th Circuit Allows Ordinary Loss for Stock Abandonment

Wednesday, the 5th circuit reversed the Tax Court and held in Pilgrim’s Pride that a taxpayer could receive an ordinary loss on the abandonment of a stock interest....more

FCPA Compliance and Ethics Report-Episode 135, Kevin Brady on the process of sales for the compliance practitioner [Video]

In this episode I visit with noted sales process expert Kevin Brady who discussed sales as a process and how the compliance practitioner can use these concepts in communicating the message of compliance to an employee base. ...more

CFTC’s Massad on End-Users

CFTC Chair Timothy G. Massad delivered a speech on the importance of providing flexibility in the CFTC’s regulations to accommodate hedging by commercial end-users of derivatives. Mr. Massad highlighted the following...more

Delaware Adopts Curative Procedures for Invalid Past Corporate Actions

Business lawyers frequently face mistakes their clients make in documenting what they want to accomplish in terms of corporate actions, such as issuing stock. Clients will ask for advice years after they have delivered stock...more

Blog: Institutional Investors Speak Out On Proxy Access And Conflicting Proposals

Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their...more

Target Data Breach Price Tag: $252 Million and Counting

In a recently-released Form 8-K filing announcing fourth quarter and year-end financial results, Target Corporation reported that expenses incurred in 2014 relating to its 2013 data breach totaled over $191 million. Those...more

SEC Timeout on Proxy Access Issue Has Wider Implications

On January 16, 2015, the SEC withdrew its December 1, 2014 no-action letter in which it concurred with the view of Whole Foods Market, Inc. that the company was entitled under SEC Rule 14a-8(i)(9) to exclude from its proxy...more

Hong Kong Government to Extend Existing Offshore Funds Tax Exemption to Private Equity Funds

The Hong Kong government has announced in its latest budget a planned extension of the existing offshore funds tax exemption to bring offshore private equity funds investing in or through Hong Kong, within its scope. The...more

Court Reins In Prosecutorial Overreach in Insider Trading Cases

In an effort to reinstate powers stripped from them by the Court of Appeals in U.S. v. Newman and Chiasson, prosecutors have sought a rehearing of the landmark Second Circuit decision which severely curtailed the scope of...more

Second Circuit Narrows Class Standing Doctrine

In NECA-IBEW v. Goldman Sachs, the Second Circuit arguably opened up a new door in class action litigation when it held that investors in one securities offering had standing to represent a putative class of investors in...more

Supreme Court Interprets Sarbanes-Oxley Evidence Destruction Provisions

We now know that Sarbanes-Oxley does not apply to fish . . . While conducting an offshore inspection of a commercial fishing vessel in the Gulf of Mexico, a federal agent found that the ship’s catch contained...more

To Whom Must The Whistle Blow? SEC Asks Second Circuit for Deference on Scope of Dodd-Frank Whistleblower Protection

In an amicus brief filed earlier this month in Berman v. Neo@Ogilvy LCC, the SEC asked the Second Circuit to defer to the Commission and hold that individuals who report misconduct internally are covered by the...more

A Buttonwood Tree Sprouts in Europe: What the EU’s Proposed Capital Markets Union Means for You

On Wednesday, February 18, the European Commission (“EC”) launched its ambitious “Green Paper” consultation for the creation and completion of a European Union (“EU”)-wide Capital Markets Union (“CMU”). The release of the...more

Doing Less with Less and the Unification of Germany

I am attending the SCCE Utilities and Energy Conference in Houston this week. As usual, the SCCE has put on a great event for the compliance practitioner. This year there is live blogging by Kortney Nordum so there should be...more

SEC Proposes Rules Requiring Disclosure of Hedging by Employees, Officers, and Directors

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) issued proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requiring disclosure of whether an...more

Highlights From SEC Speaks 2015

Securities and Exchange Commission leadership and staff members addressed the public on February 20-21 at the annual “SEC Speaks” conference in Washington, D.C. Common themes among the numerous presentations included the...more

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