Securities Updates

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FCPA Compliance and Ethics Report-Episode 182-Kate Atkinson on the Miller Chevalier Summer 2015 FCPA Report [Video]

In this episode I visit with Kate Atkinson, a partner at Miller Chevalier. She discusses the firm's recent FCPA Summer Report, noting some trends she sees and where enforcement may be heading. We also visit about the DOJ...more

2015 Amendments to Delaware Alternative Entity Acts

New amendments affect Delaware general partnerships, limited liability partnerships, limited partnerships and limited liability companies. On July 24, Delaware Governor Jack Markell signed into law several amendments to...more

SEC Opens FIFA-Related Investigations

Although not yet confirmed by the SEC, media reports suggest that the SEC has opened several investigations of publicly traded companies who contracted with FIFA. Indictments in the FIFA cases have alleged that certain...more

Delaware Legislature Prohibits Fee Shifting and Authorizes Exclusive Forum Selection

Delaware corporations should evaluate their certificates of incorporation or bylaws in light of new amendments to the Delaware General Corporation Law. On June 24, Delaware Governor Jack Markell signed Senate Bill 75...more

Client Alert on Azerbaijani Securities Regulations - Client Alert on Latest Developments in Azerbaijani Securities Regulation...

Securities Markets Law - New categories of professional participants in securities markets - Professional participants in securities markets are defined to include investment companies, stock exchanges, clearing...more

Senate Appropriations Committee Is Next Stop For California Finders Bill

AB 667 (Wagner) continues to wend its way through the California legislature.  The bill, which was sponsored by the Corporations Committee of the Business Law Section of the California State Bar, defines a finder as a natural...more

Second Circuit Revives Securities Fraud Class Action Against the Manufacturer of the Keurig Coffeemaker

Late last week, the U.S. Court of Appeals for the Second Circuit reversed the dismissal of a shareholder class action against the makers of Keurig coffeemakers and their ubiquitous “K-Cups.” In so doing, the Second Circuit...more

UCITS Remuneration Guidelines—Impact On US Managers

The European Securities and Markets Authority (ESMA) issued a consultation paper on 23 July 2015 in respect of the proposed guidelines on remuneration (UCITS Remuneration Guidelines) regarding the remuneration principles...more

Second Circuit: Facebook Shareholders Lack Standing for Derivative Suits Challenging Pre-IPO Statements

Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more

ESMA Updates Q&A on the AIFMD

On July 21, the European Securities and Markets Authority (ESMA) published an updated questions and answers (“Updated Q&A”) on the application on the Alternative Investment Fund Managers Directive (AIFMD). The Updated Q&A...more

SEC Settles Unregistered Broker Charges Tied To Offering Fraud

The SEC entered into partial settlements with three persons charged with acting as brokers without registering. The charges were tied to an offering fraud which centered on selling interests in a firm that claimed to be...more

Volcker Agencies Provide Guidance Regarding Treatment of Registered Funds and Foreign Public Funds During Their Seeding Period

As the general July 21, 2015 deadline approached to conform with the implementing regulations (Final Rules) for the Volcker Rule, a key issue remained with respect to the sponsoring, organizing and seeding of investment...more

Blog: House Bill To Require Disclosure Of Efforts To Eliminate Slave Labor From Supply Chains

Yesterday, Representatives Carolyn Maloney and Chris Smith introduced H.R. 3226, the ‘‘Business Supply Chain Transparency on Trafficking and Slavery Act of 2015.’’ ...more

EMIR Collateral Damage

Last month the EBA, ESMA and EIOPA (together, the ESAs) published their long-awaited revised draft of the regulatory technical standards on the requirement to collect and post margin in respect of uncleared OTC derivative...more

Investment Management Legal + Regulatory Update - July 2015

The 2016 compliance dates for new rules included in the SEC’s money market fund reforms are fast approaching. Among other things, the reforms include changes to stress-testing requirements, disclosure requirements, net asset...more

Teamsters Union 25 Health Servs. & Ins. Plan v. Baiera, C.A. No. 9503-CB (Del. Ch. July 13, 2015) (Bouchard, C.)

In this opinion, the Court of Chancery dismissed a purported derivative plaintiff’s complaint for failure to adequately plead demand futility and failure to state a claim upon which relief may be granted. In doing so, the...more

The Rise of the C-MOA

Since the release of the final U.S. risk retention rule (the “Final Rule”) in October 2014, CLO market participants have been grappling with its ramifications and working to devise solutions that permit collateral managers to...more

“Pay to Play” Developments

Based on recent announcements from the SEC and its Staff, changes may be forthcoming for advisers’ use of third-party solicitors for government entity clients....more

Orrick Technology IPO Insights - Q2 2015

After a slow start to initial public offerings in the first quarter of 2015, overall IPO activity began to pick up in the second quarter. However, concerns about turmoil in Greece, market declines in China and questions about...more

CFTC Extends Designation of DTCC-SWIFT as Provider of Legal Entity Identifiers

On July 20, the Commodity Futures Trading Commission issued an order extending the designation of the Depository Trust and Clearing Corporation and Society for Worldwide Interbank Financial Telecommunications joint venture...more

Financial Regulatory Developments Focus - July 2015 #5

In this week’s newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

SEC Chair Attempts to Reassure Compliance Officers That They Will Not Be Targeted

Demonstrating the effect recent enforcement efforts have had on the industry, in remarks given in Washington, DC at a Compliance Outreach Program for broker-dealers, Securities and Exchange Commission Chairman Mary Jo White...more

Claiming Tipper Received No Benefit, Defendant Invokes Newman in Seeking to Dismiss Insider Trading Allegations

A defendant in an insider trading case who allegedly profited from his inside knowledge recently filed a motion to dismiss in the US District Court for the District of Rhode Island to drop him from a Securities and Exchange...more

Court of Appeals Warns Against Complacency in the PSLRA’s Safe Harbor

SEC Rule 10b-5 makes it unlawful to misstate a material fact (or omit to say something if the omission would render misleading what you do say) in connection with the purchase or sale of a security. The Private Securities...more

Private IPOs and Unicorns May Trigger More H-S-R Act Filings

The talk of the financial press and venture community during the first half of 2015 has been of private IPOs and unicorns. And for good reason. According to CB Insights, there are more than 588 investor-backed tech companies...more

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