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Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.

The Limited Liability Company Agreement That Has No Name

by Allen Matkins on

Practitioners under California’s Revised Uniform Limited Liability Company Act will be familiar with the concept of an “operating agreement” (Cal. Corp. Code § 17701.02(s)). Indeed, I expect that nearly every LLC formed...more

The ABCs of Fund Finance: Credit Facilities for Secondaries Funds and Funds of Funds

by Dechert LLP on

Private equity funds raised the second-highest level of capital for investments in secondary private equity interests in 2016. According to Preqin, 19 funds secured $23 billion in investor capital.1 This level was surpassed...more

Governance & Securities Law Focus: Europe Edition - April 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

by Ropes & Gray LLP on

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its...more

Corporate and Financial Weekly Digest - Volume XII, Issue 15

CFTC - CFTC Extends Previously Granted No-Action Relief for Swap Dealers Complying With EU Requirements - On April 18, the Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight...more

FINRA Solicits Comments on Rules Impacting Capital Formation and Proposed Changes to the Corporate Financing Rule

In what seems to be a bow to the Trump Administration, FINRA has issued Regulatory Notice 17-14 which broadly seeks comments on FINRA rules that impact capital formation. ...more

Blog: Shareholder Proposal Process In The Crosshairs

by Cooley LLP on

According to this report in Bloomberg BNA, the plans for changing the shareholder proposal process in the Financial CHOICE Act 2.0 are quite dramatic and could effectively curtail the process, if that is, the current version...more

"DOJ and SEC Cooperation Policies"

Whereas the privilege and work-product doctrine generally require confidentiality, cooperation with the government often necessitates disclosure. The Department of Justice (DOJ) and Securities and Exchange Commission (SEC)...more

Capital Markets & Public Companies Quarterly: New Developments in 2017

by McDermott Will & Emery on

The first quarter of 2017 saw quite a few new developments in the Capital Markets & Public Companies regulatory landscape. President Trump’s nominee to be the new Chair of the Securities and Exchange Commission (SEC), Jay...more

Top Ten International Anti-Corruption Developments for March 2017

by Morrison & Foerster LLP on

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary...more

"SEC EGC Inflation Adjustments, Other Technical Amendments Now Effective"

As we previously reported, the U.S. Securities and Exchange Commission (SEC) adopted several new rules on March 31, 2017, to effectuate inflation adjustments mandated under the Jumpstart Our Business Startups (JOBS) Act. It...more

Brexit Update: Issues for Structured Finance

by Latham & Watkins LLP on

On March 29, 2017, the United Kingdom (UK) delivered notice of its withdrawal from the European Union (EU), triggering the most comprehensive legislative review and revision ever to occur in the UK. This update discusses...more

The Financial Report, Volume 6, Number 7

by DLA Piper on

Does it ever make sense to file something with the US government when it is not clear whether the filing is required, or what might need to be filed? Recently, the staff of the US SEC’s Division of Investment Management...more

News Round Up - April 2017

by Morrison & Foerster LLP on

Momentum Builds in the U.S. IPO Market - Renaissance Capital reported a strong start to the year in its U.S. IPO Market 1Q 2017 Quarterly Review. The first quarter of 2017 saw 25 IPOs, which raised $9.9 billion, a jump...more

Technical Amendments Under the JOBS Act Result in Changes to Cover Pages of Many Securities Act and Exchange Act Forms

by White & Case LLP on

On March 31, 2017, the Securities and Exchange Commission ("SEC") made a number of technical amendments to existing rules and certain Securities Act of 1933 ("Securities Act") and Securities Exchange Act of 1934 ("Exchange...more

Withdraw a Dissolution Claim? Not So Fast

by Farrell Fritz, P.C. on

Article 11 of the Business Corporation Law governs dissolution of closely held New York business corporations. Article 11 has existed, more or less in its current form, for decades. Some of its provisions have been heavily...more

Don’t Forget to Update the Covers of Your SEC Forms

On Wednesday, April 12, 2017, a final rule became effective that added two new “check box” items to the covers of Securities Act and Exchange Act forms relating to an issuer’s status as an emerging growth company (EGC)...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 3

SEC Rolls Out “POSITIER” - The SEC’s Office of the Investor Advocate used a recent March 9, 2017 open meeting and related “Evidence Summit” to announce its new investor research initiative, “POSITIER.”1 This new acronym...more

Directors' dealings and company assets

by Dentons on

A recent challenge in the High Court by liquidators to recover assets from a director of an insolvent company has highlighted various points of company law. In particular, the court had to consider directors' authority, share...more

It’s OK, Capital Markets Associates, You (Probably) Haven’t Lost a Day to Get to Closing

As we noted in a previous blog, the SEC recently adopted an amendment to Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two...more

"SEC Staff Provides Relief From Conflict Minerals Rule"

In statements released on April 7, 2017, the acting chairman of the Securities and Exchange Commission (SEC), Michael S. Piwowar, and the SEC's Division of Corporation Finance provided welcome news to companies concerning the...more

Financial Services Weekly News - April 2017 #2

by Goodwin on

Editor's Note - Removal for Cause or Business as Usual? On April 5, Consumer Financial Protection Bureau (CFPB) Director Richard Cordray testified before the House Financial Services Committee to give his semi-annual...more

SEC Staff Issues No-Action Relief on the Use of Standing Letters of Instruction and Related Guidance for Investment Advisers

by Dechert LLP on

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC) released three related matters of guidance on February 21, 2017, which provide additional clarity to...more

Property ownership by overseas investors: UK Government begins consultation process for Beneficial Ownership Register

by Dentons on

The Department for Business, Energy & Industrial Strategy has just issued a consultation paper calling for evidence on proposals for a new register showing who owns and controls overseas legal entities that own UK property or...more

Business Litigation Reporter - April 2017

by Goodwin on

Representations and Warranties Insurance Policies – Lessons from the Claims Process - Representations and warranties insurance policies (R&WI Policies)—designed to protect parties from loss arising from breaches of...more

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