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Securities Updates

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

Global Employee Equity at a glance: United States of America

by White & Case LLP on

Stock Option Plans: Employment - Labor Concerns - There is a risk of employees claiming that they are entitled to compensation for loss of rights under the Plan where the Plan is amended or discontinued or where...more

The Role of Shareholder Activists in Scrutinizing Corporate Behavior

In the present uncertain legal and regulatory environment, the role of shareholder activists in scrutinizing corporate behavior seems to be gaining steam. See, e.g., An Activist Investment in Whole Foods Exposes Shifting...more

Don’t Be an April Fool: How to Avoid the Hague Hangover

by Blank Rome LLP on

In the latest variation on “April Fool,” the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary will become effective in the U.S. on April 1, 2017. In one of its...more

FINRA Announces Updates to Private Placement Filer Form

On April 21, 2017, FINRA announced updates to the Private Placement Filer Form (“Filer Form”) that FINRA members complete when submitting private placement filings under FINRA Rules 5122 (Private Placements of Securities...more

Financial Regulators Take Note: The Supreme Court’s Newest Member is a Tough Taskmaster

On April 10, 2017, Neil Gorsuch was sworn in as the Supreme Court’s 113th justice. While his experience on the Tenth Circuit Court of Appeals with cases involving financial regulation may be limited, certain of his decisions...more

SEC Issues New C&DI on Intrastate Offerings under New Rule 147A

On April 19, 2017, the staff of the SEC’s Division of Corporation Finance issued a new compliance and disclosure interpretation (“C&DI”) addressing intrastate offerings pursuant to new Securities Act Rule 147A. The C&DI...more

The Delaware Chancery Court’s Columbia Pipeline and Saba Software Decisions: Lessons beyond Corwin

Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to...more

Fed Assesses First Penalty for Volcker Rule Violation

The Board of Governors of the Federal Reserve System has assessed its first penalty for violation of the Volcker Rule against Deutsche Bank AG. The Volker Rule required Deutsche Bank’s Chief Executive Officer to annually...more

Securities Litigation Alert: District Court Says Indirect Purchasers of Shares Can Bring Fraud Claims Against Private Company and...

by Fenwick & West LLP on

In a case with important implications for late-stage private companies, a federal magistrate judge ruled last week that investors in funds holding private company securities can bring fraud claims against the issuer of the...more

2016 Could Be Peak SEC

2016 was a high-water mark for SEC enforcement activity; however, with the uncertainties associated with the new administration’s enforcement regime, we could be seeing a downturn going forward. According to a recent report...more

Colorado Proposes Cybersecurity Rules for Investment Advisers, Broker-Dealers

by Ballard Spahr LLP on

The Colorado Division of Securities recently issued proposed rules directed at establishing cybersecurity requirements for broker-dealers and investment advisers. The proposed rules were issued only a month after New York...more

S-VACC: Future of the Singapore fund industry

by Dentons on

The Monetary Authority of Singapore (the MAS) had on 24 April 2017 concluded its public consultation with various stakeholders on the Singapore Variable Capital Company (S-VACC) concept. The aim of the S-VACC framework is to...more

The Impact of Tax Reform on Private Equity

If the past 12 months have taught us anything, it’s that the future is hard to predict. One need only look at the ascendancy of Brexit, President Donald Trump, or even the New England Patriots in the second half of the Super...more

Further Extension of Exemption from EU Clearing Obligation for Pension Funds

by Shearman & Sterling LLP on

A Commission Delegated Regulation has been published in the Official Journal of the European Union that extends the transitional exemption period under the European Market Infrastructure Regulation for pension funds to comply...more

District Court Rules Plaintiff Failed To Plead Real Estate Investment Was A “Security”

by Allen Matkins on

Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 provide similar, but not the same, definitions of a “security”. See Making A List Of Securities And Checking It Twice. Although these lists...more

Frequently asked questions: non-Canadian funds selling in Canada

by DLA Piper on

The purpose of this paper is to provide a high-level overview of certain regulations applicable to non-Canadian closed-ended investment funds1 marketing to Canadian investors. Please see full Paper below for more...more

Shareholder Seeks to Block Amendment to Intel Stock Plan

A shareholder of Intel Corporation has filed a complaint in the United States District Court for the Southern District of New York. The shareholder seeks a preliminary and permanent injunction and any other appropriate relief...more

Buy and Build Strategy Increases Antitrust Risk for Private Equity

by Latham & Watkins LLP on

Private equity firms have sought a greater number of buy and build opportunities in recent years, amid high valuations and competition for primary deals. In our view such deals carry higher antitrust risks and warrant careful...more

Day 19 of One Month to 3rd Party Management-Risk Ranking in the Supply Chain [Video]

by Thomas Fox on

One of the areas many companies do not focus on enough is possible corruption in their Supply Chain (SC) for goods and services provided on a company’s behalf. The FCPA risks can be just as great through those entry points as...more

Global Employee Equity at a glance: Taiwan

by White & Case LLP on

Stock Option Plans: Employment - Labor Concerns - There is a risk of employees claiming that they are entitled to compensation for loss of rights under the Plan where the Plan is amended or discontinued or where...more

Global Employee Equity at a glance: Turkey

by White & Case LLP on

Stock Option Plans: Employment - Labor Concerns - There is a risk of employees claiming that they are entitled to compensation for loss of rights under the Plan where the Plan is amended or discontinued or where...more

Administrative Law Judge Rules Against SEC In Insider Trading Case

by Shearman & Sterling LLP on

On April 18, 2017, Securities and Exchange Commission (“SEC” or “Commission”) Administrative Law Judge (“ALJ”) James Grimes dismissed an administrative proceeding instituted by the Commission against Georgia real estate...more

Hail, Hail Freedonia: Frequently Asked Questions About SEC Registration on Schedule B by Foreign Governments

by Latham & Watkins LLP on

Non-US sovereigns can take advantage of a streamlined registration process to obtain financing in the US capital markets. Key Points: ..SEC registration offers certain advantages that non-US sovereign issuers...more

Former CEO Granted Right To Inspect Books And Records Of Company After Demonstrating At Trial A "Credible Basis" To Infer...

by Shearman & Sterling LLP on

On April 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery ruled, in a post-trial decision, that defendant Cypress Semiconductor Corporation (“Cypress”) must allow plaintiff and former Cypress CEO, T.J....more

Buying Assets? Have You Considered This Secretary’s Certificate?

by Allen Matkins on

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the...more

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