Securities Updates

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.
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Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

Luxembourg VAT authorities: Circular on VAT Treatment of Director Services - The Luxembourg VAT authorities published Circular n° 781 on 30 September 2016 regarding the VAT treatment of director services and a...more

Recent Amendments to the Foreign Investment Regulations in China

China has been quite successful in encouraging foreign investments since the Sino-Foreign Equity Joint Venture Enterprise Law was promulgated in the beginning of the country’s economic reform in 1979. With the passage of...more

Defending parallel proceedings: key considerations and best practices

Parallel proceedings refer to two or more concurrent investigations or litigations arising out of a common set of facts. These proceedings can involve any combination of criminal, civil, or administrative authorities, as well...more

FINRA Announces Effective Date of New Capital Acquisition Broker Rules

FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more

Blog: Corp Fin Issues New And Revised CDIs On Rule 701 And Rule 144(D)

More new and revised CDIs from Corp Fin today. This time, the CDIs address Rule 701 and the Rule 144(d) holding period. Rule 701 — Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit...more

Changes to the PSC regime

Although the PSC regime has only been in force since spring 2016, the government is now consulting on changes to the regime to make it compliant with the Fourth Money Laundering Directive. The Directive came into force...more

Warranties and representations distinguished

The High Court has considered whether warranties in a share purchase agreement were also representations and could, therefore, found an action for misrepresentation under the Misrepresentation Act 1967....more

Hong Kong Securities Laws Violations: The SFC’s Extra-Territorial Reach – Part 2 (U.S. short-seller found culpable of market...

Hong Kong’s Market Misconduct Tribunal (the "MMT") has found U.S.-based Andrew Edward Left culpable of market misconduct in connection with his research report (“Left’s report”), published on June 21, 2012 on a U.S.-based...more

"SEC Staff Issues Interpretive Guidance on Pay Ratio Rules"

On October 18, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued interpretive guidance on the pay ratio disclosure requirements in Item 402(u) of...more

This Week In Securities Litigation

The Commission filed another action in which admissions were required as part of the settlement. The proceeding named as Respondents a foreign bank and two of subsidiaries. Respondents variously acted as unregistered brokers...more

SEC Approves FINRA Rules Addressing “Pay-to-Play” Practices

The Securities and Exchange Commission (the “SEC”) recently approved the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposal to adopt FINRA Rules 2030 and 4580, which set forth pay-to-play restrictions, and...more

Funds Escape Debt-Equity Regulation Net—For Now

Key Points - - The New Regulations do not apply to debt issued by investment partnership funds, including publicly traded partnership funds, or blockers-at least, not now. - The New Regulations can apply to...more

Corp Fin Issues Three New and Revised Interpretations of the Securities Act Rules

On October 19th, the Division of Corporation Finance released three new and revised Compliance and Disclosure Interpretations (C&DIs) concerning the Securities Act. Revised C&DI 271.04 and new C&DI 271.21 relate to exempt...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - CTFC Approves Proposed Rules Addressing Application of Certain CEA Regulations to Cross-Border Transactions - On October 11, 2016, the U.S. Commodity Futures Trading Commission...more

Your Daily Dose of Financial News

Meanwhile, some banking officials—including a BOE representative speaking in NYC yesterday—contend that the legal expenses related to financial misconduct enforcement actions and litigation (roughly $275 billion for global...more

Fantasy Stock Picking Contest Deemed by SEC to be Illegal Security-based Swaps

The SEC shut down a “fantasy” stock picking game for allegedly violating securities laws. Forcerank LLC ran contests via mobile phone games where players paid a fee and predicted the order in which 10 securities would perform...more

For Food & Beverage Entrepreneurs, Financing Deals Often Come In More Flavors Than Just Vanilla: Insights from Nutter’s Will...

Will Bernat, a partner in Nutter’s Business Department and a member of the firm’s Emerging Companies and Commercial Finance practice groups, weighed in on financing deals for food and beverage companies in Nutter Insights....more

SEC Division of Enforcement Focuses on Auditor Compliance

Speaking at the American Law Institute’s Conference on Accountants’ Liability in September, Andrew Ceresney, Director of the Division of Enforcement of the Securities and Exchange Commission, reviewed in detail the SEC’s...more

Spuds MacKenzie Runs into FCPA/Whistleblower Buzzsaw

Ha. I’m just kidding. I don’t think Spuds MacKenzie has been a thing for years. But his former patron, Anheuser-Busch InBev, ran into some FCPA problems last month, and tacked on a whistleblower charge for good measure....more

Section 16 Reporting: The SEC is Watching

It is easy to become complacent about Section 16 reporting. Sometimes it seems that the only people paying any attention to Forms 3, 4 and 5 are plaintiffs’ attorneys looking for short-swing profit transactions. Does the SEC...more

It’s Hunting Season. For Unicorns? Lawsuit Against Theranos Signals Trend In Investors Going After Late-Stage Start-ups

Last week brought more bad news for private blood testing company Theranos Inc., as San Francisco-based Partner Fund Management L.P. (“PFM”) launched a suit claiming that it was duped into making a $96.1 million investment in...more

ISDA Master Agreement: English court considers meaning of “Default Rate”

The English High Court in Lehman Brothers International (Europe) (In Administration) [2016] EWHC 2417 (Ch), in one of a series of cases arising from the Lehman insolvency, has had to consider (among other issues) the meaning...more

"Corporate Finance Alert: 2017 SEC Filing Deadlines for Companies With December 31, 2016 Fiscal Year-End"

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more

China Simplifies Its Legal Administration of Foreign Direct Investments

In order to implement the State Counsel’s decision issued on September 3, 2016 (State Counsel’s Decision), which simplifies the original substantive review and approval process (Approval System) to a new simple filing system...more

SEC's Focus on Private Equity Firms Continues with Recent Action

A settled enforcement action, announced by the U.S. Securities and Exchange Commission (SEC) on September 14, 2016, continues the trend of increased SEC scrutiny of private equity advisers concerning the allocation and...more

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