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Securities Updates

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

Pensions Hazard for PE Buyers on Carve-Out Deals

by Latham & Watkins LLP on

Corporate carve-outs have become increasingly popular in recent years, as buyout firms scour the market for primary deals. In an environment in which the UK Pensions Regulator (the Regulator) is becoming more active, in our...more

Delaware Court Of Chancery Imposes Incorporation-By-Reference Condition On Section 220 Production, Consistent With Other Recent...

by Shearman & Sterling LLP on

On October 12, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery agreed to impose an “incorporation-by-reference” condition on any production by Universal Health Services, Inc. (“UHS”) in response to a...more

Central District Of California Dismisses Securities Fraud Claim Against Facebook, Finding Plaintiffs Failed To Sufficiently Allege...

by Shearman & Sterling LLP on

On October 4, 2017, United States District Judge Stephen V. Wilson of the United States District Court for the Central District of California dismissed without prejudice a putative class action against Facebook, Inc., and...more

Day 12 of One Month to More Effective Compliance for Business Ventures-Joint Venture Due Diligence

by Thomas Fox on

When you bring two entities together to operate jointly, there are several difficult issues to analyze. For the US company operating under the FCPA, there must be an adequate business justification for a joint venture with a...more

European Commission Legislative Proposals for Enhanced Powers for European Supervisory Authorities and the European Systemic Risk...

by Shearman & Sterling LLP on

The European Commission has published legislative proposals designed to strengthen and further integrate the supervisory framework of the European Union. The proposals build on contributions to the Commission's public...more

SEC Charges Firm, Officers Re False Statements in Private Offerings

by Dorsey & Whitney LLP on

The Commission has long focused on microcap frauds, repeatedly brining cases in this area. It has also focused in recent years on offering fraud actions, filing a string of cases....more

Bridging the Week - October 2017 #3

by Katten Muchin Rosenman LLP on

Proprietary Trading Firm Charged by CFTC With Spoofing Based Solely on the Alleged Wrongful Trading of One Employee: The Commodity Futures Trading Commission and the Commodity Exchange, Inc. brought and resolved charges...more

UK Competition and Markets Authority Highlights Potential Issues in Investment Consultancy and Fiduciary Management

by Shearman & Sterling LLP on

Following a market investigation reference from the Financial Conduct Authority, the Competition and Markets Authority has published the issues statement for the market investigation it is carrying out into the supply of...more

ICOs at the End of 2017: What We Think We Know and What We Don't Know

Initial coin offerings (ICOs), token pre-sales, and similar sales of blockchain-based coins and tokens are quickly becoming an important fundraising option, and an important method of attempting to seed a token-based platform...more

European Banking Authority Consults on Significant Risk Transfer in Securitization

by Shearman & Sterling LLP on

The European Banking Authority has published a Discussion Paper on significant risk transfer in securitization, seeking views on proposals to strengthen the regulatory and supervisory framework of significant risk transfer....more

SEC Proposes Amendments to Modernize and Simplify Regulation S-K

by Ropes & Gray LLP on

On October 11, 2017, at the first open meeting under Chairman Jay Clayton’s tenure, the SEC proposed amendments to modernize and simplify certain disclosure requirements in Regulation S-K. The proposed amendments are largely...more

A Ticking Clock: New York’s Pending Non-Guaranteed Elements Rule for Life Insurance and Annuity Products

by Carlton Fields on

The clock is ticking on the New York Department of Financial Services’ issuance of new Regulation 210 "Life Insurance and Annuity Non-Guaranteed Elements" (the Rule). ...more

Misunderstandings Among Owners Can Lead To Business Divorce Litigation

One of the most common reasons for a minority shareholder to file “business divorce litigation” is because that minority owner feels left out, pushed out, squeezed out – simply not part of the process in any significant way....more

Communications With Auditors and Audit Committees May Change

by Carlton Fields on

The SEC has proposed for comment major revisions in the disclosures auditors are required to make in their reports on financial statements audited pursuant to Public Company Accounting Oversight Board (PCAOB) standards....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

If Netflix is to be believed (and, you know, it is a public company), there’s a LOT more Stranger Things and House of Cards on the way... Turns out Nelson Peltz’s failed quest for a P&G board seat was crazy close. As in,...more

Avoid the headache: Stick to what you know

by Ary Rosenbaum on

Over the past 7 years as a solo ERISA practitioner, I always get asked if that’s all I do. It’s not some kind of insult, but a question on whether I also do financial advisory work and/or third party administration work. The...more

Restructuring and Insolvency Bulletin Issue 2 - 2017: Focus on schemes of arrangement: recent key judicial decisions

by Dechert LLP on

Schemes of arrangement remain a popular tool for companies to reach a compromise with their creditors and effect complex multi-jurisdictional restructurings. In this article, we highlight a number of recent judicial decisions...more

Reminder: Equity Compensation May Require Personal, Individual HSR Filings

by Goodwin on

Do you receive any form of equity-based compensation? Does your company grant any form of equity-based compensation? If so, it is critical to remember that common equity-based compensation, such as option exercises,...more

Dismissal of Individual Claims Cap Insurer’s Winning Streak in Action Challenging FIA Product Features

by Carlton Fields on

In May, the Southern District of California handed ING a win in a case involving allegations that the company targeted seniors with annuities that hid an embedded derivative structure that made them worth less than promised....more

Life Sciences Quarterly: A View From Washington: What to Expect From the SEC

by Ropes & Gray LLP on

What should we expect from the U.S. Securities and Exchange Commission regarding the status of new and existing initiatives by Congress and SEC policy, and how will it affect disclosure, governance and capital formation? In...more

Regulatory Update and Recent SEC Enforcement Actions

by Blank Rome LLP on

Investment Firm VanEck Launches Bitcoin Exchange Traded Fund (“ETF”) One Week after Calling Bitcoin a “Fad” - On August 10, 2017, Joe Foster, portfolio manager and strategist for the money management firm VanEck, expressed...more

Corruption, Crime & Compliance Podcast Episode 3 -- The Latest FCPA Sting Case -- Joseph Baptiste

by Michael Volkov on

Recently, the Justice Department announced the arrest of Joseph Baptiste as part of an ongoing investigation into corruption in Haiti. The arrest warrant affidavit outlines an undercover investigation, including Title III...more

Corporate and Financial Weekly Digest - Volume XII, Issue 39

by Katten Muchin Rosenman LLP on

SEC/CORPORATE - SEC Announces Rule Proposal to Modernize, Simplify and Increase the Accessibility of Required Disclosure - On October 11, the Securities and Exchange Commission issued a press release announcing that it...more

NZX Listing Rule Review

by DLA Piper on

You have until 17 November 2017 to submit your thoughts on the 79 Questions posed by NZX as part of its review of the Main Board/Debt Market listing rules (Listing Rules). If you do not wish to make a detailed submission, a...more

International Swaps and Derivatives Association Publishes Recommendations for a CCP Recovery and Resolution Framework

by Shearman & Sterling LLP on

The ISDA's paper focuses on CCPs that clear derivatives, although many of its recommendations will be relevant to clearing houses that clear other instruments. It is intended to build on the guidance from CPMI-IOSCO and the...more

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