Franchise Securities

Read need-to-know updates, commentary, and analysis on Franchise issues written by leading professionals.
News & Analysis as of

October 2015: Securities & Structured Finance Litigation Update

Renewed Potency for Personal Jurisdiction Defenses in the United States. Personal jurisdiction may be an afterthought for many lawyers. But recent developments—including an August 4, 2015 decision in the ongoing LIBOR...more

Polsinelli Podcast - What Employers Need to Know About Dealing With Cash [Video]

If you own a smaller business and routinely deposit cash into the bank, there are changes underway that could one day make banks no longer want to handle cash. What does this mean for your business and what’s behind the...more

SEC Sanctions Dark Pool Operator and Affiliated High Frequency Trader

In the latest round of regulatory action involving high frequency trading and dark pools, the SEC announced yesterday that it reached a settlement with ITG, Inc., and its affiliate Alternet Securities, Inc., imposing a $20.3...more

DOJ Announces Plea Agreements with Five Major Banks for Manipulating Foreign Currency Exchange Markets

On May 20, the DOJ announced plea agreements with five major banks relating to manipulations of foreign currency exchange markets. Four of the banks pled guilty to felony charges of “conspiring to manipulate the price of U.S....more

House Financial Services Committee Mark-Up of JOBS Act Bills

On May 20th, the Committee will be meeting beginning at 10am in an open session to mark up eleven bills that relate to various capital formation and JOBS Act measures. We have reported on a number of these bills in prior...more

Why Locate Your Business in New York?

New York is a great place to live and do business. The state is running an active marketing campaign to let the world know and to attract new business to the state....more

Proxy Access – Week of May 10 – The Trend is Clear

During the week of May 10, 2015, 8-Ks were filed that disclosed 11 shareholder sponsored proxy access proposals passed and one failed. All required three percent ownership for three years and all were opposed by the company...more

Observations on the SEC’s Proposed Pay Versus Performance Rule

The SEC has issued a proposed rule to require companies to disclose the relationship between executive compensation and the financial performance of a company. The details of the proposed rule have been well publicized, and...more

In Case You Missed It - Interesting Items for Corporate Counsel - April 2015

We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more

Structured Thoughts - Volume 6 , Issue 2 - March 2015

In This Issue: - FCA Publishes Thematic Review on Structured Product Development and Governance - EU Commission Review of Prospectus Directive - SEC Issues Investor Bulletin Relating to Structured Notes -...more

This Week In Securities Litigation

Four SEC Commissioners addressed the annual SEC Speaks Conference, reviewing recent agency initiatives and tracing potential paths for the future. The SEC also brought another FCPA action, a misappropriation case and an...more

Blog: ISS Announces Its Position On Proxy Access And Exclusion Of Shareholder Proposals

Yesterday, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). ...more

Franchising and Liability Under the FCPA

I am often asked about franchisor liability under the Foreign Corrupt Practices Act (FCPA). Franchising has been a successful model in the US and now many corporations are looking at overseas expansion opportunities....more

SEC Finds Loan to Investment Adviser’s CEO a Conflict of Interest

Consulting Services Group, LLC, or CSG, was a registered investment adviser whose business included providing consulting services to public pension funds. These consulting services included recommending third-party investment...more

SEC 2015 Examination Priorities Focus on Liquid Alternatives and Fixed-Income Funds

On January 13, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) released its 2015 examination priorities for investment companies, investment advisers, broker-dealers and...more

What’s Really Going on with PE Firms’ Fees?

Pepper Hamilton LLP, a multi-practice law firm that represents private equity clients throughout the life cycle of an investment fund, recently partnered with PEF Services and PEI to conduct a survey of 104 U.S. alternative...more

Some Multi-Unit Franchisees are Public Companies

While most of the private equity and public offering activity of franchise companies focuses on franchise brands and systems, every now and then a large, multi-unit franchisee will go public or seek private equity financing....more

ESMA Publishes Technical Advice on MiFID II

The European Securities and Markets Authority (“ESMA“) published final technical advice on December 19 to the European Commission, and a consultation paper on the MiFID II Directive and the Markets in Financial Instruments...more

Franchisor IPOs Were Strong in 2014

While private equity activity continued in strength in 2014, franchisors also launched initial public offerings (IPOs) in the last year. Recent IPOs of franchise companies include the following: ?Habit Restaurants Inc....more

Regulators Jointly Approve Final Risk Retention Rule

On October 22, coordinated by the Department of Treasury, six federal agencies – the Board of Governors, HUD, FDIC, FHFA, OCC, and SEC – approved a final rule requiring sponsors of securitized transactions, such as...more

Why Subfranchising is Rare in the U.S.

Subfranchising is one of three multi-unit franchise structures that the North American Securities Administrators Association, Inc. (NASAA) addressed in their Multi-Unit Commentary, which was the subject of an earlier post. ...more

Trials Are About Truth; Consent Decrees Are About Pragmatism

I recently wrote about Judge Rakoff’s refusal to enter the SEC’s proposed consent decree in SEC v. Citigroup Global Markets, Inc., 827 F. Supp. 2d 328 (SDNY 2011) – and the shift in SEC enforcement policy that it prompted. ...more

FCPA Compliance and Ethics Report-Episode 18-Walmart-Be a Leader in Compliance [Video]

In this episode 18, I discuss the reasons why Wal-Mart should use its current FCPA issues to become a leader in the area of anti-bribery compliance....more

FCPA Compliance and Ethics Report-Episode 15-GSK in China: a Game Changer in Compliance [Video]

In this Episode 15, I am interviewed by Mary Flood about my recent eBook, GSK in China: a Game Changer in Compliance. I believe that this case will be one of the most significant international anti-corruption developments in...more

What Does the Government Shutdown Mean for New York and New Jersey Businesses?

What Does the Government Shutdown Mean for New York and New Jersey Businesses? by Dan Brecher on October 2, 2013 The federal government officially entered a partial shutdown as members of Congress failed to reach an...more

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