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Securities Updates

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

Ascensus is becoming a big time player

by Ary Rosenbaum on

The first job I had was working as an ERISA attorney for a small law firm that was affiliated with a third party administrator (TPA) called CBIZ Retirement Services, Inc. Let’s just say that CBIZ wasn’t much of a moneymaker,...more

Supreme Court to Clarify Definition of “Whistleblower” Under The Dodd-Frank Act

by Dechert LLP on

The U.S. Supreme Court yesterday granted certiorari in Somers v. Digital Realty Trust Inc., a case the Ninth Circuit Court of Appeals decided this past March. This is significant because the Supreme Court may clarify how...more

US Supreme Court Holds that 3-Year Time Limit to Challenge Registration Statements Cannot Be Tolled, Precluding Opt-Out Plaintiffs...

by Dechert LLP on

Officers, directors, and underwriters frequently become targets of securities fraud litigation after a public offering. In a landmark case decided yesterday, the U.S. Supreme Court provides defendants with another tool to...more

What Lawyers Should Know About the New Auditor’s Report Revisions

After more than six years of deliberations, it looks like the revised auditor’s report is about to become reality. On June 1, the PCAOB adopted a new auditing standard that substantially modifies the long-familiar content of...more

Supreme Court to Decide Bankruptcy Test for Recharacterizing Insider Debt Claims

by Ropes & Gray LLP on

On June 27, 2017, the U.S. Supreme Court agreed to hear an appeal brought by Ropes & Gray of the Fourth Circuit’s decision in PEM Entities LLC v. Eric M. Levin & Howard Shareff. The Supreme Court’s decision in the case will...more

Companies Should Continue to Prepare for Pay Ratio Disclosure

The pay ratio disclosure rules adopted by the U.S. Securities and Exchange Commission (SEC) in August 2015 require proxy disclosure in 2018 for most registrants. These rules require the disclosure of the ratio of the median...more

Supreme Court Will Hear Whistleblower Protection Case

by Dorsey & Whitney LLP on

The Supreme Court agreed to hear a key issue regarding the protections afforded whistleblowers next term. Specifically, the High Court will consider whether to be protected under the anti-retaliatory provisions of Dodd-Frank...more

ASIC seeks better compliance with asset holding requirements in funds management and custodial services

by Dentons on

On 22 June, following an industry review of custody of assets, ASIC released a report of its findings which indicated that custody of assets is and will remain its focus going forward and that it will continue to engage with...more

U.S. Supreme Court To Review Scope Of “Whistleblower” Under Dodd-Frank

On June 26, 2017, the U.S. Supreme Court agreed to review whether individuals who do not report alleged securities law violations to the U.S. Securities and Exchange Commission are “whistleblowers” protected by the...more

SCOTUS Holds American Pipe Tolling Does Not Apply to Securities Class Action Opt-Out Claims Filed Outside Repose Period: CalPERS...

by Carlton Fields on

We have blogged about the evolution and application of the American Pipe tolling rule, as further expanded by Crown Cork, many times, most recently following the Ninth Circuit’s Resh decision last month. Under American Pipe,...more

Stadnick v. Vivint Solar: The Second Circuit Rejects Shaw's "Extreme Departure Test"

Last week in Stadnick v. Vivint Solar, the Second Circuit provided important guidance for determining when an omission in a registration statement is material for purposes of a Section 11 claim. The decision holds that the...more

Agreement Reached on Form of New EU Securitisation Regulation and on Amendments to the Capital Requirements Regulation

The EU legislative institutions have now agreed compromise amendments to the proposed EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and...more

Taking Stock of the “Blockchain Amendments” to the Delaware General Corporation Law

Two amendments have been proposed to the Delaware General Corporation Law (the “DGCL”) to permit corporate record keeping utilizing blockchain databases (the “Blockchain Amendments”)....more

A Working Capital True Up is not an End Run on a Liability Bar

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Supreme Court examined the interaction between a working capital true up and alleged breaches of financial statement representations and...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Call it the Loeb effect: just days after Third Point announced its sizeable stake in Nestle, the company is preparing to spend billions on stock buybacks in an effort to create value for shareholders, hinting that it would...more

The Supreme Court - June 27, 2017

by Dorsey & Whitney LLP on

Cyan, Inc. v. Beaver Cty. Employees, No. 15-1439: Whether state courts lack subject matter jurisdiction over covered class actions that allege only Securities Act of 1933 claims....more

Time’s Up: Supreme Court Affirms Three-Year Deadline for Opting Out of Section 11 Class Actions

On June 26, 2017, the U.S. Supreme Court issued a decision that will have a significant effect on securities class action litigation, changing the strategic calculus for both institutional plaintiffs and defendants. In...more

Shareholder seeks preliminary discovery against ASX listed company after share price plummets

by Dentons on

Potential litigants sometimes lack sufficient documentation to make an informed decision whether to commence litigation against another party. Often, the party against whom litigation is contemplated is the same party who...more

Supreme Court to Resolve Split on Removing Securities Act Claims to Federal Court

The Supreme Court granted the petition for certiorari in Cyan, Inc. v. Beaver Cty. Emps. Ret. Fund, No. 15-1439 (U.S. May 24, 2016) yesterday, setting the stage for the resolution of a long-standing division among federal...more

Compliance into the Weeds-the Compliance Profession and the Cannabis Industry

by Thomas Fox on

In this episode, Matt Kelly and I take a deep dive, literally into the weeds of the convergence of the compliance profession and the nascent cannabis industry. While several states have made pot for medical use legal and one...more

How Technology Is Changing the Market For Energy Commodities

by Steptoe & Johnson PLLC on

An experiment performed by a startup in Brooklyn, New York, in 2016 could be a harbinger of the future of the energy industry. In the experiment, individuals were able to trade energy generated by solar panels between each...more

Supreme Court Holds That Securities-Law Statutes of Repose Are Not Subject to Class-Action Tolling

The U.S. Supreme Court ruled this week that the pendency of a securities class action does not allow individual class members to opt out of the class and file separate actions under the Securities Act of 1933 more than three...more

Supreme Court Will Decide Whether Internal Whistleblowers Can Bring Dodd-Frank Retaliation Claims

by Zuckerman Spaeder LLP on

The Dodd-Frank Act, passed in 2010, includes a new cause of action for whistleblowers who claim that their employer retaliated against them for reporting wrongdoing. But it’s not yet certain whether a whistleblower who blew...more

Day 20 of One Month to Better Investigations and Reporting-Staying Out of Hot Water in Other Jurisdictions

by Thomas Fox on

In an article entitled “How to Launch and Operate a Legally-Compliant International Workplace Report Channel” or in compliance parlance, a hotline, author Donald Dowling of the law firm of White and Case, provided a useful...more

An Overview of the CFTC’s Modernized Recordkeeping Requirements

by Reed Smith on

On May 23, 2017, the U.S. Commodity Futures Trading Commission unanimously approved a revamped CFTC Rule 1.31, which specifies the form and manner that records must be kept by commodities market participants, and a slight...more

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