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Business Organization Securities

Read Business Organization updates, alerts, news, and legal analysis from leading lawyers and law firms:

New Developments on the Scope of the Registered Investment Adviser Exemption under Section 16 of Exchange Act

by Proskauer Rose LLP on

Hedge funds and other private investment funds can take advantage of the exemption for registered investment advisers (RIAs) under Exchange Act Rule 16a-1(a)(1)(v), the "RIA Exemption." While the exemption can be helpful, it...more

New European Commission proposals aimed at promoting growth and investment in Europe

by Dechert LLP on

The European Commission has proposed a series of reforms to strengthen and further centralise supervision of the European capital and financial markets at the EU level with the aim of creating stronger and more integrated...more

NYSE Proposes Change in Material News Releases After Closing

by Goodwin on

The New York Stock Exchange has filed a proposal that will prohibit listed companies from issuing material news after the close of trading (generally 4:00 p.m. Eastern Time) until the earlier of the publication of the...more

Corporate and Financial Weekly Digest - Volume XII, Issue 36

SEC/CORPORATE - Implementation of Pay Ratio Disclosure Requirement Not Expected to Be Delayed - On September 15, at the ABA Business Law Section Annual Meeting, the Securities and Exchange Commission (SEC) Division of...more

Why Kokesh Really Matters

by WilmerHale on

For U.S. Securities and Exchange Commission enforcement practitioners, perhaps the blockbuster decision of the last U.S. Supreme Court term was Kokesh v. SEC — but not for the reason that you might suspect. In Kokesh, the...more

SEC Issues Revised C&DIs Reflecting Updates for Prior Amendments to Rules 147 and 504, the Repeal of Rule 505 and Clean-up Changes

On September 20, 2017, the staff of the SEC’s Division of Corporation Finance issued revised compliance and disclosure interpretations (“C&DIs”) for purposes reflecting updates for prior amendments to Securities Act Rules 147...more

Nevada Supreme Court Adopts Delaware’s Direct Harm Test For Derivative Claims

by Allen Matkins on

On the same day that the Nevada Supreme Court rejected Delaware’s approach to reviewing special litigation committee determinations, it adopted Delaware’s test for determining whether a shareholder suit is derivative or...more

SEC Provides Additional Pay Ratio Interpretive Guidance

by Ropes & Gray LLP on

The Securities and Exchange Commission (SEC) yesterday issued interpretive guidance on the CEO pay ratio rule. Separately, the SEC’s Division of Corporation Finance issued guidance on calculation of the pay ratio. These moves...more

In Case You Missed It: Launch Links - September, 2017 #3

by WilmerHale on

Some interesting links we found across the web this week: When to Let Your Competitors Be Your Investors - In this VentureBeat article, WilmerHale Partner Josh Fox discusses the risks and rewards of accepting funds...more

Pay Ratio is a Go!: The Commission and the Division of Corporation Finance Provide Guidance and Updated C&DIs

by Locke Lord LLP on

On September 21, 2017, both the Securities and Exchange Commission (the “Commission”) and its Division of Corporation Finance (“Corp Fin”) provided guidance on the pay ratio disclosure requirement mandated by the Dodd-Frank...more

Cyberattacks Are the New Norm - How to respond and get insurance recovery for government investigations.

Takeaways - Companies that suffer cyberattacks can expect not sympathy but scrutiny from legal authorities. - D&O insurance can cover not only litigation but also investigation costs. - Strategic negotiation of...more

Pay Ratio Compliance is Around the Corner; Is Your Company Ready?

For two years, the pay ratio rule has loomed in the distance with uncertainty regarding its fate. On September 15, 2017, in remarks made at the ABA’s Business Law Section Annual Meeting, William Hinman, Director of the...more

This Week in FCPA-Episode 69, for the week ending September 22, the Apples and Honey Edition

by Thomas Fox on

Jay and I return for a wide-ranging discussion on some of the top compliance and ethics related stories, including:   1. Telia settles massive FCPA enforcement action. 2. New concerns about money laundering in Venezuela...more

IRS Issues Proposed Guidance on the Definition of Registered Form

by Dentons on

On September 15, 2017, the Internal Revenue Service (IRS) issued proposed regulations (REG-125374-16) amending the definition of obligations that are in registered form to take into account current market practices and...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2017 Edition

by Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Litigation Issues Arising from M&A Transactions - Don't Cut Corners: How Legal Shortcuts May Come Back to Haunt You Later

by Bryan Cave on

On September 20, San Francisco Partner Meryl Macklin and Los Angeles Partner Katherine Ashton hosted a webinar on the litigation issues arising from M&A transactions and how legal shortcuts could come back to haunt...more

Did The SEC’s Pay Ratio Guidance Miss Conjunction Junction?

by Allen Matkins on

Last week, the Securities and Exchange Commission issued interpretive guidance to assist issuers in complying with the pay ratio rule. At the same time, the Division of Corporation Finance staff issued guidance concerning...more

European Commission Proposes Framework to Screen Certain Foreign Direct Investments

by Latham & Watkins LLP on

Proposal coordinates existing national screening mechanisms, grants the Commission powers to review investments of “Union interest.” European Parliament and Member States’ approval still required. Key Points: On 13...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Commission became a cybersecurity headline this week, not for brining a case or writing a rule in the area but for an intrusion into its systems. The Chairman issued a statement on the subject....more

Chinese Buyers Act Quickly – Parallel UK & EU Foreign Takeover Control Systems Proposed

by Bryan Cave on

On the 13th September 2017 Jean-Claude Juncker, the European Commission President, unveiled a framework for investment screening for certain foreign mergers in his “State of the Union” address to the European...more

Day 15 of One Month of Innovation in Compliance-Structural Innovation

by Thomas Fox on

Innovation can come in various forms for an organization. Innovation can appear in a structural form. You can move compliance more deeply into your organization with new or different structures. One I have seen have success...more

Blog: Corp Fin issues interpretive guidance on the calculation of pay-ratio disclosure

by Cooley LLP on

Yesterday, Corp Fin issued new Guidance on Calculation of Pay Ratio Disclosure regarding the use of statistical sampling in connection with the pay-ratio disclosure requirement, which mandates public company disclosure of...more

Blog: SEC Issues Some (Limited) Guidance In Connection With Pay-Ratio Disclosure

by Cooley LLP on

This afternoon, the SEC announced that it had adopted interpretive guidance in connection with the pay-ratio disclosure requirement, which mandates public company disclosure of specified pay-ratio information, beginning with...more

Veil Piercing/Alter Ego Determinations – How Fund Managers Can Protect Themselves

A veil piercing claim can be a worst-case scenario for a private fund manager dealing with a struggling portfolio company investment – the company fails, and ensuing legal claims are brought not only against the portfolio...more

Planning for the Approaching CEO Pay Ratio Disclosure Requirement

by Goodwin on

It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more

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