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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: 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

Colorado Proposes New Cybersecurity Rules For Financial Advisers

by Dentons on

Earlier this month, the Colorado Division of Securities released a set of proposed changes to the Colorado securities laws that would, if adopted, impose strict cybersecurity requirements on investment advisers and...more

The International Comparative Legal Guide to: Lending & Secured Finance 2017

by K&L Gates LLP on

Innovations in financial technology (“fintech”) are transforming the provision of financial services to consumers and small businesses in ways that are at once profound and mundane. The nascent online lending – or...more

FINRA's Newest One-Two Punch

by Reminger Co., LPA on

On February 3, 2017, the SEC approved: (1) new FINRA Rule 2165 (Financial Exploitation of Specified Adults[1]) permitting members to place temporary holds on certain customer accounts where there is a reasonable belief of...more

Global Employee Equity at a Glance: United Kingdom

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

Your SEC Filing Cover Page is (Probably) Wrong!

If you blinked, you may have missed this one—in a release deceptively titled “Inflation Adjustments and Other Technical Amendments Under Titles I and III of the JOBS Act,” the SEC amended the cover pages of a slew of its...more

MMT finds against SFC in insider dealing case

by Hogan Lovells on

In another decision against the SFC, the Market Misconduct Tribunal ("MMT") has found Mr Cheng Chak Ngok ("Mr Cheng"), former executive director, chief financial officer and company secretary of ENN Energy Holdings Limited,...more

NYSE Issues Proposed Rule Allowing Listing Without an IPO

On March 13, 2017, the NYSE issued a proposed rule to modify the provisions regarding the qualification of companies listing on the NYSE to allow for a listing without an IPO. Section 102.01B of the NYSE Listed Company Manual...more

Shareholder Liability a Cause for Concern for Private Equity Firms

by Latham & Watkins LLP on

The global regulatory environment has become increasingly challenging for private equity in recent years. In our view, this trend will continue as politicians in the UK and elsewhere seek new tools to hold business...more

SEC Announces First Whistleblower Award During Trump Era

On April 25, 2017, the Securities and Exchange Commission issued a Dodd-Frank whistleblower award of nearly $4 million, the first bounty award issued during the Trump administration. To maintain the whistleblower’s...more

Blog: It’s baaaack — the Financial CHOICE Act of 2017

by Cooley LLP on

A draft of the Financial CHOICE Act of 2017 (fka version 2.0), a bill to create hope and opportunity for investors, consumers, and entrepreneurs — a masterpiece of acronyming — has just been released (and weighs in at 593...more

You Better Watch Your Suitability Determinations

by Fox Rothschild LLP on

The SEC recently announced that it charged a former broker with knowingly or recklessly trading unsuitable investment products for five customers and taking $170,000 for one of those customers. These charges follow a prior...more

CFPB Director Cordray Testifies Before House Financial Services Committee

by Goodwin on

On April 5, 2017, Consumer Financial Protection Bureau (CFPB) Director Richard Cordray testified before the U.S. House of Representatives Financial Services Committee to present the CFPB’s semi-annual report, which is...more

Pay Attention to Bylaws When Taking Corporate Actions

by Murtha Cullina on

All too often, family businesses are run in an “informal” fashion, with insufficient attention being paid to corporate formalities, including requirements set forth in a corporation’s bylaws. The Delaware Chancery Court...more

Investment Banker Charged with Insider Trading by SEC, USAO

by Dorsey & Whitney LLP on

Investment banker Avaneesh Krishnamoorthy was supposed to report his outside brokerage account and that of his wife to his firm. He did not....more

Supreme Court to Consider Fundamental Issues in Omissions-Based Fraud Cases

The Supreme Court recently agreed to review a case which has split the circuit courts and has potentially huge implications for disclosure liabilities of public companies. The case, Leidos Inc. v Indiana Retirement System,...more

Disclosing Election of a New Director: Remember Item 5.02(d) of Form 8-K When Doing a Merger

All competent securities lawyers know that Item 5.02(d) of Form 8-K requires a filing, on Form 8-K, whenever a public company elects a new director other than pursuant to a shareholder vote at an annual meeting or a special...more

Day 18 of One Month to 3rd Party Management-Freight Forwarders [Video]

by Thomas Fox on

The FCPA world is littered with cases involving freight forwarders, brokers and agents in the shipping and express delivery arena. Both the Department of Justice and Securities and Exchange Commission have aggressively...more

For closely held companies: Is there, or will there soon be, a significant lender in your life?

by Mintz Levin on

Ten considerations for closely held companies incurring debt in connection with minority investments by private equity sponsors, growth financing, or dividend recapitalizations....more

DOL Charts a New Course for ERISA's Fiduciary Rule

by Dechert LLP on

The U.S. Department of Labor (DOL) published a final rule on April 7, 2017 (Final Extension),1 delaying for 60 days the applicability date of the new rule defining who is a fiduciary under ERISA (Fiduciary Rule)2 and related...more

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