Securities Updates

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.
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Chancery Applies Contract Principles in Preferred-Shares Dispute

In Choupak v. Rivkin, C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising...more

The New Section 6501(c)(10) Regulations

The Internal Revenue Service (IRS) and the U.S. Department of the Treasury recently finalized Treas. Reg. § 301.6501(c)-1(g), which interprets § 6501(c)(10)’s extended limitations period (and other associated rules) where a...more

The SEC Delivers A+ Effort: New Rules Designed to Breathe Life into Regulation A

On March 25, 2015, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) adopted final rules that amend Regulation A, which provides an exemption for certain offerings of securities from the registration...more

Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of...more

Delaware Chancery Awards Investors $171 Million

On April 20, 2015, the Delaware Court of Chancery issued a decision awarding $171 million in damages to the common unitholders of a limited partnership against its general partner in connection with a “dropdown” transaction. ...more

Investment Funds Update - Asia: Legal and regulatory updates for the funds industry from the key jurisdictions in Asia: Hong Kong

Hong Kong – China Mutual Recognition Scheme (the “Scheme”) - An opportunity to market HK-domiciled and authorized funds to Mainland retail investors is starting to take shape. There is keen expectation that this Scheme...more

FCPA Enforcement – Watching the Enforcement River Flow

FCPA investigations are complex, time-intensive and far-reaching. They take time and resources. DOJ and the SEC have been criticized lately for failing to move their cases in a timely fashion. Criminal Division AAG Leslie...more

Georgia Supreme Court: Insured Cannot Sue for Settlement Amount of Bad Faith Absent Insurer’s “Consent to Settle”

On April 20, 2015, the Georgia Supreme Court unanimously held that when an insured fails to seek its insurer’s consent to settle a claim, the insured cannot pursue litigation against its insurer to recover settlement amounts...more

Lessons of the Deutsche Bank Story

Deutsche Bank, a German lender agreed to plead guilty and pay $2.5 billion to settle with regulators in the United States and the United Kingdom in connection with criminal charges that it rigged and manipulated the London...more

SEC Enforcement Gives Employers a Strong Incentive to Clarify That Their Confidentiality Agreements Do Not Preclude Reporting...

The Securities and Exchange Commission? (“SEC”) has resolved its first enforcement action regarding a potentially overreaching confidentiality agreement following the “voluntary” revision of the agreement to state that it...more

Practical Advice for Compliance with Recent Amendments to the Internal Revenue Code Section 162(m) Regulations

The recent amendments to the Section 162(m) regulations largely follow the changes set forth in the proposed regulations issued in 2011, clarifying two exceptions from the Section 162(m) tax deductibility limit...more

"MSRB’s Rule G-42 Submitted to SEC for Approval; Rule G-44 Now in Effect"

This alert is to inform you that the Municipal Securities Rulemaking Board (MSRB) recently submitted Proposed Rule G-42 (standards of conduct for nonsolicitor municipal advisors) to the Securities and Exchange Commission...more

Federal agencies attack employment agreements, and what you can do about it: 8 steps to consider

The US Securities and Exchange Commission recently caused shockwaves when it announced its first enforcement action against a company for using an allegedly improper confidentiality agreement during internal investigations....more

SEC Adopts Enhanced Exempt Securities Offering Rules

As directed by Congress in the Jump Start Our Business Startups (JOBS) Act, the Securities and Exchange Commission has adopted rules substantially increasing amounts that companies can raise through exempt public offerings....more

JOBS Act Update: SEC Adopts Reg. A+ Rules

On March 25, 2015, the Securities and Exchange Commission (SEC) voted to adopt groundbreaking rules implementing Section 3(b)(2) of the Securities Act of 1933 (the Securities Act), as mandated by Title IV of the JOBS Act...more

Opening the Market: An Update on Direct Investment into Listed Shares in Saudi Arabia

After years of speculation that the Saudi Stock Exchange (Saudi Tadawul) may be opening up for direct investment by foreigners into listed entities in Saudi Arabia, the Capital Market Authority of Saudi Arabia (CMA) published...more

Cyber-Attacks, and the Seven Steps to Protect Your Advisory Business Against Them

It sounds futuristic, or like CSI: Cyber, a sci-fi world of white hat/ black hat hackers, and of constant threats to national security and the financial markets caused by the digital world we live in. Based on the latest SEC...more

This Week In Securities Litigation

The Department of Justice unsealed criminal charges against a U.K. trader who is alleged to have contributed to the flash crash almost five years ago. The trader is alleged to have manipulated the market for certain...more

SEC Awards More Than One Million Dollars to Compliance Officer

On April 22, 2015, the SEC announced an award of between $1.4 million and $1.6 million to a compliance officer who provided original information to the SEC that led to the successful enforcement of a covered action. Exchange...more

The Employment Law Authority - March/April 2015 #2

In This Issue: - Supreme Court Revives Pregnant UPS Worker's Suit - Spouses of H-1B Visa Holders Applying for Residency Eligible for Work Permits - Turning Metrics Into Money: An Interview With Solange Charas,...more

OCIE Targets Never-Before-Examined Investment Companies for Compliance Exams

The SEC’s Office of Compliance Inspections and Examinations in a Risk Alert dated April 20, 2015, announced a program targeting investment companies that have never been examined for focused, risk-based compliance...more

IRS Publishes Final Regulations Under Section 162(m)

On March 31, 2015, final regulations of Internal Revenue Code Section 162(m) were published. The final regulations clarify exceptions to the US$1 million annual limit on deductions allowable to publicly held corporations for...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

Tax: HMRC Publishes Filing Dates for New AIFM Mechanism for Partnership Deferred Remuneration Arrangements - The Finance Act 2014 introduced a provision intended to help partnerships (including LLPs) that are AIFM...more

Firm Sanctioned for Breach of Fiduciary Duty and Violation of the Compliance Rule

The SEC sanctioned a registered investment adviser for breaching its fiduciary duty by failing to disclose to its clients a conflict of interest created by a portfolio manager’s outside business activity and personal...more

FCPA Compliance and Ethics Report-Episode 153-Doing Compliance in an Economic Downturn [Video]

The energy industry is in turmoil from the drop in the price of oil from $100 down to around $50 per barrel. Many energy companies have laid off up to 30% of their workforce. What can you do from the compliance perspective...more

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