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Conflict of Laws Finance & Banking Business Organization

Read Conflict of Laws updates, alerts, news, and analysis from leading lawyers and law firms:

Supreme Court Declines to Resolve Circuit Split on Debt Recharacterization

On August 10, 2017, the U.S. Supreme Court rescinded the grant of certiorari in PEM Entities LLC v. Levin on the grounds that review had been “improvidently granted.” The case seemingly provided a perfect vehicle to resolve...more

European Commission Consults on Conflicts of Law Rules for Securities Ownership

by Shearman & Sterling LLP on

The European Commission has published a consultation paper on conflicts of law rules for securities ownership, addressing so-called third party effects of transactions in securities and claims. The consultation relates to the...more

Raising Money in Cannabis Businesses: Top Tips When Seeking Investment

by Garvey Schubert Barer on

Raising money into any business can be stressful and time consuming, and requires compliance with a multitude of state and federal laws. Understanding the investment landscape and being prepared can make the process smoother...more

Developing a Plan for Cannabis Industry Banking

Following voter approval of recreational cannabis, the California State Treasurer’s Office reported that by 2020 cannabis sales will increase by an estimated $6.64 billion. By taxing cannabis, California could bring in an...more

Banking Problems for a Whole Industry

by Sanford Millar on

About half of the States have legalized marijuana for either or both medical and recreational use. Despite being legal under various state laws, businesses operating in the marijuana industry continue to encounter federal...more

Five Gnostic Exemptions From The Qualification Requirements Of The Corporate Securities Law

by Allen Matkins on

When looking for exemptions from the qualification requirements of the California Corporate Securities Law of 1968, a good place to start is Chapter 1, Part 2, Division 1 of Title 4 of the Corporations Code. Cal. Corp. Code...more

Unregistered Sales Of Certificates Of Deposit

by Allen Matkins on

Last spring, the California Department of Business Oversight warned consumers that two related companies have been offering unlicensed online securities broker-dealer services and “unregistered sales of certificates of...more

Third Circuit Court of Appeals Concludes that Section 303(i) Does Not Preempt State Law Claims of Non-Debtors Predicated on the...

In Rosenberg, et al. v. DVI Receivables XVII, LLC, 2016 WL 4501675, at *1 (3d Cir. Aug. 29, 2016), the Third Circuit Court of Appeals held that damages awarded pursuant to Section 303(i) of the Bankruptcy Code for an...more

Corporate and Financial Weekly Digest - Volume XI, Issue 24

SEC/CORPORATE - DC Circuit Court Rejects States’ Challenge of Blue Sky Preemption Under Regulation A+ - On June 14, the Federal Court of Appeals for the District of Columbia (the DC Circuit) rejected challenges...more

Supreme Court Decides Commonwealth of Puerto Rico v. Franklin California Tax-Free Trust

by Faegre Baker Daniels on

On June 13, 2016, the Supreme Court of the United States decided Commonwealth of Puerto Rico v. Franklin California Tax-Free Trust, No. 15-233, holding that Chapter 9 of the federal bankruptcy code preempts Puerto Rico’s...more

Making the Safe Harbors Safe Again - United States Court of Appeals for the Second Circuit Holds That State Law Constructive...

by Shearman & Sterling LLP on

The Bankruptcy Code contains “safe harbors” that, among other things, exempt transfers made in connection with certain financial contracts, including securities contracts, from avoidance by the bankruptcy trustee as...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Sixth Circuit last week concluded that Morrison, which held that Section 10(b) does not have extraterritorial reach, is inapplicable to Advisers Act Section 10(b). The DC Circuit, on rehearing, reaffirmed its prior...more

ERISA: Clarity on When ERISA Applies to Working Owners of Small Companies

You probably already know that in small, wholly owned “mom and pop” businesses, benefits covering only the owners of the business may be exempt from ERISA....more

Why The WSJ Is Wrong About SEC Rulemaking On Claw backs

by Allen Matkins on

As noted by Broc Romanek, The Wall Street Journal yesterday announced: The Securities and Exchange Commission will soon propose long-awaited rules forcing companies to claw back, or revoke, some of their top...more

Marijuana and the Tax Apocalypse

by Sanford Millar on

As Californians evaluate the potential for legalization of Marijuana it is important to consider the current state of conflict between state and federal laws and regulations regarding the production, distribution and sale of...more

SEC Adopts Final Rules on Regulation A+

by Morgan Lewis on

On March 25, 2015, the Securities and Exchange Commission (SEC) adopted final rules to amend Regulation A pursuant to the mandate under Title IV of the Jumpstart Our Business Startups Act (JOBS Act) that directed the SEC to...more

SEC Adopts Final Rules Expanding Regulation A, Providing a New Option for Offerings Under $50 Million

by Jackson Walker on

On March 25, 2015, the SEC formally adopted its final rule amendments governing the expansion of registration exemptions for public offerings of $50 million or less in any 12-month period under Regulation A of the Securities...more

SEC to Vote on Regulation A+ this Wednesday Will State Law Preemption Survive?

by McGuireWoods LLP on

On Friday, March 20, 2015, the SEC announced it will vote on its proposed changes to Regulation A at an open meeting on Wednesday, March 25, 2015. These changes are generally referred to as Regulation A+ and are meant to...more

Do Expert Witness Fees Impact Access? High Court Considers

by IMS ExpertServices on

We all know the cost of retaining an expert can be pricey. But does the price tag affect vindication of individual rights under a federal statue and impact court access? Should the cost of expert witness fees play a role...more

The effect of English schemes of arrangement in Germany

by DLA Piper on

English law schemes of arrangement have become an increasingly debated topic in German law following some prominent cases in recent years. As far as Germany is concerned, the key question is whether schemes of arrangement...more

NASAA Slams The JOBS Act, But Have The States Really Been Handcuffed?

by Allen Matkins on

NASAA isn’t in the business of firing off rockets but it did launch a missile yesterday targeted directly at the JOBS Act. In this press release, NASAA’s president, Jack E. Herstein, is quoted as saying: "The JOBS bill...more

Important changes to Curaçao law

by bouke boersma on

This Legal Update discusses important changes to Curaçao corporate law that became effective on January 1, 2012 and should be taken into consideration when dealing with corporations existing under Curaçao law....more

Jobs Or Bucket Shops?

by Allen Matkins on

Last week, New York Times columnist Gail Collins wrote this Op-Ed piece criticizing the Jumpstart Our Business Startups (aka JOBS) Act (H.R. 3606). Dave Lynn provided a good summary of the bill in this posting on...more

"Dispute Resolution - A SWOT Analysis on the Different Models and

by Lovegrove Smith & Cotton on

Courts are dispute resolution venues of last resort. When a matter goes to court, disputants have relinquished their ability to resolve their differences by negotiation. The initiation of legal proceedings in a court of...more

The NAFTA, Preemption And Where In the World Are The Reservations?

by Allen Matkins on

Earlier, I wrote this post about the exemption from registration found in Section 3(a)(2) of the Securities Act for “any security issued or guaranteed by any bank”. For purposes of this statute, a “bank” generally means “any...more

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