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Securities Updates

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

Developments in New York and Colorado Cybersecurity Regulations

by Wilson Elser on

New York - For the first time since New York’s Cybersecurity Regulation (23 NYCRR Part 500) became effective on March 1, 2017, the Department of Financial Services (DFS) has issued Frequently Asked Questions to assist...more

IRS Issues Guidance on Stock/Cash Dividends for REITs and RICs

On August 11, 2017, the Internal Revenue Service released guidance allowing publicly offered real estate investment trusts and regulated investment companies to distribute earnings in a combination of cash and stock as long...more

Blockchain Week in Review – August 2017 #6

by Perkins Coie on

Below is a summary of some of the significant legal and regulatory actions that occurred over the past week. This alert is not intended to be a comprehensive list of all such developments, but rather a selection of...more

Inject life in enrollment meetings

by Ary Rosenbaum on

When it comes to oral or written communications, it’s important that you play to your audience. Any communication that is above or below the audience’s comprehension is going to be a missed opportunity to communicate your...more

Panel orders sale of shares, even though no contravention of law

by DLA Piper on

The Australian Takeovers Panel has ordered the sale of shares by two connected parties that were seeking to exert control over a target company, even though the parties were not associates and their action did not contravene...more

SEC Approves NYSE Proposed Rule Change Requiring Advance Notice of Dividend and Stock Distribution Announcements

On August 14, 2017, the SEC approved the NYSE’s proposed rule change amending Sections 204.12, 204.21, and 202.06(B) of its NYSE Listed Company Manual to require listed companies to provide notice to the NYSE at least ten...more

Update to Registration Statement Processing Procedures

The Staff of the SEC also recently updated the procedures relating to nonpublic review of draft registration statements. Specifically, the following guidance was added...more

Revised NYSE Dividend Notification Requirements

by Goodwin on

The New York Stock Exchange has amended its Listed Company Manual to require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution or the fixing of a record...more

SEC Staff Guidance on Financial Information in Registration Statements

The Staff of the Division of Corporation Finance recently posted additional guidance regarding the financial information that an EGC may omit from its draft registration statements, as well as guidance for non-EGC issuers. ...more

Corporate and Financial Weekly Digest - Volume XII, Issue 31

CFTC - CFTC Suspends Need of Formal Notice for Position Disaggregation Relief - On August 10, the Commodity Futures Trading Commission (the CFTC) issued no-action relief, eliminating the need for certain persons...more

Corporate News – August 2017

by Hogan Lovells on

FCA proposes a new premium listing category for sovereign controlled companies - On 13 July 2017, the Financial Conduct Authority published consultation paper CP 17/21 which proposes to create a new premium listing...more

Revisiting Rule 10b5-1 Trading Plans

I am sometimes surprised by the number of insiders who trade in their company’s stock outside of Rule 10b5-1 trading plans. It is often said, with some accuracy, that executive officers, directors and other insiders always...more

CA Supreme Court: Entity Ownership Change Can Trigger Documentary Transfer Tax

Many entities are formed for the sole purpose of buying and holding real estate. In this setup, legal title is held by the entity itself (not the entity’s owners), but the entity’s owners have a “beneficial interest” that...more

Canadian Securities Administrators Provide Guidance on the Review of Material Conflict of Interest Transactions

by Bennett Jones LLP on

Transactions between related parties may create material conflicts of interest between an issuer and its directors, officers and related parties. In particular, material conflicts of interest may arise in the context of...more

SEC Staff Updates Revenue Recognition Guidance for New Standard

The SEC’s Office of the Chief Accountant and Division of Corporation Finance released Staff Accounting Bulletin (SAB) No. 116 that brings existing SEC staff guidance into conformity with the Financial Accounting Standard...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A nearly $5 billion deal between French energy company Total and the oil and gas arm of Danish shipping giant Maersk is making waves this morning. Total will also assume a few tankers-full of Maersk Oil’s debt....more

FCPA Compliance Report-Episode 346, Mike Skopets on Miller’s Summer 2017 FCPA Report

by Thomas Fox on

In this episode, I visit with Mike Skopets, from Miller & Chevalier on the firm’s Summer 2017 FCPA Report. We discuss the background to the Report and begin with what macro trends the firm identified. We discuss the numbers...more

Blog: Corp Fin Posts New And Updated CDIs Related To Omission Of Financial Information In Registration Statements

by Cooley LLP on

The Corp Fin staff has posted new and updated CDIs related to omission of financial information from registration statements by emerging growth companies and, under the recently expanded guidance that allows non-EGCs to file...more

Blog: Corp Fin supplements information regarding expanded process for confidential filing of IPO registration statements

by Cooley LLP on

On August 17, 2017, the SEC supplemented the information in its June 29 announcement regarding its expanded draft registration statement processing procedures, which allowed companies that were not emerging growth companies...more

SFC (the “Commission”) Expresses Concern over Irregularities in Asset Management Activities

•The Commission has identified a number of regulatory concerns with respect to private funds and discretionary accounts, in particular, funds with concentrated, illiquid and interconnected investments. •The Commission has...more

SEC Adopts Exhibit Hyperlink Requirement

by Holland & Knight LLP on

•The U.S. Securities and Exchange Commission has adopted amendments (final rules) that will require registrants to include hyperlinks to exhibits. •The final rules apply to certain periodic reports under the Securities...more

SFC Proposes Rules and Code for Open-Ended Fund Companies

by Dechert LLP on

Recently, the Hong Kong Securities and Futures Commission (SFC) published a consultation paper on the Securities and Futures (Open-ended Fund Companies) Rules (Rules) and Code on Open-ended Fund Companies (Code) which, if...more

The Fed's Small BHC Policy Statement—Regulatory Relief for Bank Growth and Acquisitions

by Jones Day on

The Small Bank Holding Company ("BHC") Policy Statement ("Policy Statement") was adopted by the Federal Reserve in 1980 to facilitate transfers of small banking organizations, including BHCs formed to assume individuals' bank...more

SEC Report Asserts Cryptocurrency Tokens Are Securities Under US Law

by Morgan Lewis on

The SEC’s published report of its first investigation focused on tokens sold in the context of an ICO sets the framework for future token offerings and raises red flags and legal hurdles to the resale or transfer of...more

Not a Token Gesture: Compensating Service Providers with Virtual Property

by Morrison & Foerster LLP on

Questions surrounding the use of virtual currencies and other digital tokens (“tokens”) as compensation came to the forefront last month following formal guidance from the U.S. Securities and Exchange Commission (“SEC”) on...more

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