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...

Central Bank Signs Off on CP86 with a Location Rule Compromise - The Central Bank published its Third Consultation and Feedback Statement on CP86 on 19 December 2016. While the multi-location rule was abandoned, the...more

Practice Pointers: Anticipating and Addressing SEC Comments on Non-GAAP Financial Measures - February 2017

The use of non-GAAP financial measures by public companies continues to be an area of growing concern for the Securities and Exchange Commission (“SEC”). Since the staff of the SEC’s Division of Corporation Finance (the...more

Court Finds Promissory Notes Are Not Securities

Yesterday’s post concerned the Court of Appeal’s decision in People v. Black, 2017 Cal. App. LEXIS 130 (Cal. App. 6th Dist. Feb. 16, 2017). The case involved the criminal prosecution of an individual for making false...more

Examination Priorities for 2017 from FINRA and OCIE

In these uncertain times, the predictability and regularity of the annual priorities letters from FINRA and the Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) is...more

CPOs of Registered Investment Companies Granted Limited Relief from CFTC Liquidation Audit Requirements

The U.S. Commodity Futures Trading Commission (the “CFTC”) Division of Swap Dealer and Intermediary Oversight (the “Division”) recently issued Letter 17-04 (the “Letter”), which grants relief from certain financial disclosure...more

SEC Reportedly Centralizing Authority to Issue Formal Investigation Orders

According to a report in the Wall Street Journal, the acting Chairman of the Securities and Exchange Commission has centralized authority to issue formal orders of investigation – a critical authority that triggers the...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 2

Identifying Conflicts of Interest in Structured Products Offerings - With FINRA and other regulators focused on conflicts of interest in the broker-dealer industry, market participants are working diligently to identify...more

Bank of Italy finally clears direct lending into Italy by EU AIFs

On 23 December 2016, the Bank of Italy finally adopted the regulation (the Regulation) aimed at clearing terms and conditions of direct lending into Italy by EU AIFs. The Regulation was published in the Italian Official...more

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

BaFin Publishes KAMaRisk - BaFin published the “Minimum Requirements on Risk Management for Investment Management Companies (Mindestanforderungen an das Risikomanagement für Kapitalverwaltungsgesellschaften -...more

The Filing of Canadian Securities Class Actions Increased in 2016

The filing of securities class actions increased significantly last year in the U.S. In Canada the number of such actions filed also increased last year. Over the last two years in Canada however, the number of securities...more

Chris Lazarini Examines Employee v. Independent Contractor Issue

Bass, Berry & Sims attorney Chris Lazarini examined a case in which the plaintiff claimed to be an employee of Northwestern Mutual and therefore protected under New York's minimum wage and overtime laws; Northwestern argued...more

African Resilience! Private Equity in Africa proves its mettle

Despite numerous economic, political and regulatory challenges faced by investors, Private equity in South Africa appears to continue to deliver long term sustainable returns for its stakeholders and has outperformed major...more

SEC Whistleblower Protection: Recent Cautionary Tales and New Best Practices

Although 2017 has barely begun, the Securities and Exchange Commission (SEC) has continued to aggressively pursue enforcement actions against companies for whistleblower-related violations. As part of its initiative, the SEC...more

GOP House Considers Adopting Clean Hands Rule for SEC Whistleblower Program

The Chairman of the House Financial Services Committee, Jeb Hensarling, R-Tex., recently issued a memo outlining a plan to implement sweeping changes to a bill he introduced last year known as the Financial CHOICE Act....more

Rating Agency Developments

On February 15, 2017, DBRS issued a report entitled North American Single-Asset/Single-Borrower Methodology. On February 15, 2017, DBRS issued a report entitled DBRS Commercial Real Estate Property Analysis Criteria....more

Blog: Recent trends in proxy statements

It just isn’t proxy season without some kind of account of the latest trends in proxy statements, so here’s one from CFO.com. The first data point comes as no surprise: proxies are getting longer, providing more graphics...more

FCPA Compliance Report-Episode 309-James Koukios [Video]

In this episode I visit with Morrison Forrester partner James Koukios on the firm's December newsletter on the Top Ten International Anti-Corruption Developments for December 2016. James and I visit about some of the lesser...more

Day 17 of One Month to a Better Board-Incorporating Compliance into Long-Term Corporate Strategy [Video]

In this final five days of my One Month to a Better Board series, I will look at inquiries and questions a Board can take to help the organization actually do compliance going forward. I begin with an exploration of how can a...more

Gavel to Gavel: Focusing on FINRA priorities letter

The Financial Industry Regulatory Authority is an independent self-regulatory organization authorized by Congress and overseen by the Securities Exchange Commission. Its mission is to protect America’s investors by making...more

"New York Appellate Court Sets New Standard for Approving Nonmonetary and 'Disclosure-Only' Settlements"

It has become a common phenomenon for the announcement of a significant merger transaction to be quickly followed by shareholder class action or derivative litigation challenging the terms of the transaction and the accuracy...more

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

AMF Consultations - Corporate Finance Advice and Intermediation in Miscellaneous Assets - The Autorité des Marchés Financiers (the “AMF”, the French financial markets authority) has recently launched two public...more

Schemes of arrangement: splitting debts to sanction?

In the first case of its kind, the High Court in England has prevented a shareholder from splitting its shareholding in an attempt to defeat the approval of a scheme of arrangement under section 895 of the Companies Act 2006...more

The Entrepreneurs Report: Private Company Financing Trends

Venture financing data shows that 2016 was an exceptionally strong year for early-stage valuations and amounts raised. Median pre-money valuations for 2016 Series A and Seed financings exceeded those of each of the past five...more

Silver Hills Doesn’t Mute Howey

Anyone who has studied securities regulation since 1946 should be familiar with the U.S. Supreme Court’s definition of a “security” as enunciated by Justice Frank Murphy in S.E.C. v. Howey Co., 328 U.S. 293 (1946). That test...more

Repeal of Resource Extraction Disclosure Rule

On February 14, 2017, President Trump approved Congress’ joint resolution to repeal the SEC’s resource extraction disclosure rule. That action effectively brings to a conclusion the SEC’s efforts to implement a resource...more

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