Finance & Banking, Business Organization, Administrative Law

SBA Rules: Investment Funds Can Now Be Majority Owners of SBIR Companies

by G. Matthew Barnard, Joel Ephross | Duane Morris LLP on 2/22/2013

The Small Business Administration (SBA) recently amended the rules relating to its Small Business Innovation Research (SBIR) program and Small Business Technology Transfer (STTR) program. The new SBA rules implement the...more

Know the Standard of FDIC Liability for Community Banks

by Benjamin Saul on 2/5/2013

Over 400 financial institutions have failed since the financial crisis began in September 2008, causing hundreds of billions of dollars in losses to the Deposit Insurance Fund (DIF).[1] On July 2, 2010, the Federal Deposit...more

BMA Announces Principles Underpinning Use of New Powers

by Mark Chudleigh, Nick Miles | Sedgwick LLP on 1/25/2013

The Bermuda Monetary Authority (the BMA) has published a new statement of practice (SoP). It sets out factors to which it will have regard and procedures to be followed in deciding whether and in what manner to exercise...more

Swap Clearing and the Commercial End User Exception: Corporate Governance and Risk Management Issues for Commercial Companies

by Juan Arciniegas, Anthony R.G. Nolan, Anh Tran | K&L Gates LLP on 1/18/2013

Central clearing of over-the-counter derivatives is a central pillar of the financial services reforms that are embodied in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The presumption...more

Changes in the Wind for Rule 10b5-1 Trading Plans?

by Gregory C. Schick | Sheppard Mullin Richter & Hampton LLP on 1/17/2013

On December 28, 2012, the Council of Institutional Investors (CII) submitted a letter to the Securities and Exchange Commission (SEC) requesting that the SEC implement rulemaking to impose new requirements with respect to...more

How Tobin Tax and certain regulatory duties affect Block Trades in Italy

by Iacopo Canino, Ferigo Foscari, Michael Immordino, Alessandro Seganfreddo | White & Case LLP on 1/17/2013

Italian Law No. 228 dated December 24, 2012, which approved the 2013 budget, contemplates, among others, a new tax applicable to certain financial transactions (the “Tobin Tax”). The Tobin Tax will apply to transactions,...more

Securities Law Essentials For Growing Companies

by David Jenson, Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 1/16/2013

We recently gave a presentation at a CLE titled Securities Law Essentials for Growing Companies. The presentation included an overview of what constitutes a public offering, what is a security, classical private placements,...more

NYSE And Nasdaq Amend Compensation Committee Independence Proposals

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 1/15/2013

Nasdaq has amended its proposal regarding independence of compensation committees required by the Dodd-Frank Act. Nasdaq proposes to clarify that a compensation committee is not required to conduct the independence...more

Is the legal environment changing for Russia-related transactions? What new challenges will parties face and how should they...

by David Crook, Andrei Donstov, David Goldberg | White & Case LLP on 1/15/2013

A dynamic market - Russia is a dynamic, developing growth market, with a constantly changing legal environment. Right now Russia is seeing an upturn of activity in corporate transactions of all kinds: mergers and...more

Congress Extends Exclusion for Investors in Qualified Small Businesses

by Baker, Donelson, Bearman, Caldwell &... on 1/15/2013

Among the taxpayer-favorable aspects of the American Taxpayer Relief Act of 2012 (Act), the 100 percent exclusion from gross income of gain on the sale of Qualified Small Business Stock (QSBS), provided for in section 1202 of...more

California Corrects Homeowner Bill Of Rights Summary

by BuckleySandler LLP on 1/14/2013

On January 1, the California Department of Corporations reissued Release No. 65-FS regarding implementation of key parts of the Homeowner Bill of Rights that established new foreclosure requirements. ...more

The HSBC AML Settlement - Lessons Learned for the AML Compliance Practitioner

by Thomas Fox on 1/14/2013

I recently wrote about banks behaving badly. Currently, Exhibit A in that list is HSBC. In December, 2012, the UK banking giant HSBC agreed to pay a fine of $1.92 billion for its transgressions involving money laundering....more

"CFTC Issues Final Exemptive Order on Cross-Border Application of Certain Swap Regulations"

by Maureen A. Donley, Ryan Elsey, Theodore M. Kneller, Mark D. Young | Skadden, Arps, Slate, Meagher & Flom LLP on 1/12/2013

Swaps trade in a global market. Title VII of the Dodd-Frank Act amended the Commodity Exchange Act (CEA) to impose a panoply of regulation on the swaps market mostly through regulations adopted by the Commodity Futures...more

EC Technical Standards for European Markets Infrastructure Regulation

by Orrick - Structured Finance Group on 1/11/2013

On December 19, 2012, the European Commission adopted nine regulatory and implementing technical standards to complement obligations defined under the European Markets Infrastructure Regulation on OTC derivatives, central...more

CII Submits Rule 10b5-1 Rulemaking Petition to the SEC

by Robert L. Kohl | Katten Muchin Rosenman LLP on 1/10/2013

On November 28 the Council of Institutional Investors (CII), an association of public, corporate and union pension funds and other employee benefit plans, submitted a letter to Securities and Exchange Commission Chairman...more

The SEC Is Scrutinizing Asset Valuations—Are You Ready?

by Jay A. Dubow | Pepper Hamilton LLP on 1/10/2013

The Securities and Exchange Commission (SEC) recently has set its sights on registered entities and their officers and directors for overvaluing the entities’ assets....more

SEC Includes Disclosure Of Corporate Political Spending Rule In Unified Agenda – What Does It Mean?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 1/10/2013

On August 3, 2011, a group of leading academics, including Harvard Law School Professor Lucian A. Bebchuk, submitted this petition for rulemaking to the Securities and Exchange Commission. The petitioners asked the SEC to...more

Private Placements By Acquisition Targets – Another Regulatory Grey Area

by Ralph Shay | Dentons on 1/10/2013

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

UK Tax Law Changes May Affect Fund Industry

by Proskauer Rose LLP on 1/8/2013

Recently proposed changes in UK law could affect private investment funds that operate or have partners, employees or investments in the UK. Many of the proposed changes are included in the draft Finance Bill 2013, which was...more

Revised New York Regulations Limit Use of State Funds for Administration Expenses and Executive Compensation by Service Providers...

by Edward Kornreich, Andrew Merten, Elizabeth Mills, Michael Sirkin | Proskauer Rose LLP on 1/8/2013

Implementing Executive Order 38 issued by Governor Cuomo early in 2012, thirteen New York State agencies have now released revised regulations placing a limit on the funds that can be used for administrative expenses and...more

NFA Seeks More Time From CFTC On Regulation Of…NFA

by Felix Shipkevich | Shipkevich PLLC on 1/8/2013

Today the NFA wrote a letter to the CFTC requesting more time to comment on pending regulation. This time, though, the regulation directly affects NFA. Specifically, the NFA wants to extend the deadline of the rulemaking...more

‘Fiscal Cliff’ Legislation Temporarily Extends Key Provisions for Businesses

by Robert Clary II, Elizabeth Lewis, Martin Milner | McDermott Will & Emery on 1/7/2013

As part of legislation enacted in early 2013 to avert the so-called “fiscal cliff,” Congress temporarily extended several beneficial tax provisions for businesses, including the research credit, the active financing exception...more

CSRC Scraps Quantitative Thresholds for Offshore Listings by PRC Companies and Paves the Way for Direct Overseas Listings by...

by Melody Junhua He-Chen, Ling Jin, Xiaohu Ma, Sherry Yin | Morrison & Foerster LLP on 1/7/2013

China Securities Regulatory Commission (“CSRC”), the securities regulator of the People’s Republic China (the “PRC” or “China”), has scrapped quantitative threshold requirements for Chinese companies applying for offshore...more

Union Friendly - Using Collectively Bargained Pension Plans to Maximize Pension Contributions for Closely Held Business Owners

by Gerald Nowotny on 1/7/2013

Overview - In the “old days” business owners and employees were able to have good pension plans that did not depend upon the fate of the stock market, i.e. defined benefit plans. We have all heard the stories of New...more

Other NYSE/NASDAQ Developments

by Joseph M. Miller | Snell & Wilmer L.L.P. on 1/7/2013

Non-Executive Employment of Family Members No Longer Precludes Nomination of Non-Independent Directors under “Exceptional and Limited Circumstances” Until recently, a director of a NASDAQ-listed company could serve as an...more

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Finance & Banking › Business Organization › Administrative Law