Securities Law, Administrative Law, Business Organization

Swap Clearing and the Commercial End User Exception: Corporate Governance and Risk Management Issues for Commercial Companies

by Juan Arciniegas, Anthony R.G. Nolan, Anh Tran | K&L Gates LLP on 1/18/2013

Central clearing of over-the-counter derivatives is a central pillar of the financial services reforms that are embodied in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The presumption...more

Changes in the Wind for Rule 10b5-1 Trading Plans?

by Gregory C. Schick | Sheppard Mullin Richter & Hampton LLP on 1/17/2013

On December 28, 2012, the Council of Institutional Investors (CII) submitted a letter to the Securities and Exchange Commission (SEC) requesting that the SEC implement rulemaking to impose new requirements with respect to...more

The Cutting Edge Of Anti-Corruption Compliance: Proactive Audits

by Michael Volkov on 1/17/2013

The FCPA world is fast-becoming the leader in new compliance strategies. The Justice Department and the SEC have embraced the requirement for conducting “proactive audits.”...more

Securities Law Essentials For Growing Companies

by David Jenson, Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 1/16/2013

We recently gave a presentation at a CLE titled Securities Law Essentials for Growing Companies. The presentation included an overview of what constitutes a public offering, what is a security, classical private placements,...more

Insider Trading Enforcement And Deterrence

by Michael Volkov on 1/16/2013

It is hard to know whether the government’s aggressive enforcement of insider trading laws deters criminals from violating securities laws. One key factor in this equation is the risk of getting caught. The Obama...more

NYSE And Nasdaq Amend Compensation Committee Independence Proposals

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 1/15/2013

Nasdaq has amended its proposal regarding independence of compensation committees required by the Dodd-Frank Act. Nasdaq proposes to clarify that a compensation committee is not required to conduct the independence...more

Congress Extends Exclusion for Investors in Qualified Small Businesses

by Baker, Donelson, Bearman, Caldwell &... on 1/15/2013

Among the taxpayer-favorable aspects of the American Taxpayer Relief Act of 2012 (Act), the 100 percent exclusion from gross income of gain on the sale of Qualified Small Business Stock (QSBS), provided for in section 1202 of...more

Notification Threshold Under the Hart-Scott-Rodino Act Increased to $70.9 million

by Jon Dubrow, Carla A. R. Hine, Joseph Winterscheid | McDermott Will & Emery on 1/14/2013

The Federal Trade Commission recently announced higher reporting thresholds for pre-merger notifications filed on or after February 11, 2013. The U.S. Federal Trade Commission (FTC) recently announced revised thresholds for...more

FTC Announces Increases to Thresholds for Pre-Merger Notification and Limitations on Interlocking Directorates

by Ryan Gist | Davis Wright Tremaine LLP on 1/14/2013

On Jan. 10, 2013, the Federal Trade Commission made its annual announcement of revisions to thresholds that determine whether companies must abide by the pre-merger filing and waiting period requirements set forth in the...more

"CFTC Issues Final Exemptive Order on Cross-Border Application of Certain Swap Regulations"

by Maureen A. Donley, Ryan Elsey, Theodore M. Kneller, Mark D. Young | Skadden, Arps, Slate, Meagher & Flom LLP on 1/12/2013

Swaps trade in a global market. Title VII of the Dodd-Frank Act amended the Commodity Exchange Act (CEA) to impose a panoply of regulation on the swaps market mostly through regulations adopted by the Commodity Futures...more

EC Technical Standards for European Markets Infrastructure Regulation

by Orrick - Structured Finance Group on 1/11/2013

On December 19, 2012, the European Commission adopted nine regulatory and implementing technical standards to complement obligations defined under the European Markets Infrastructure Regulation on OTC derivatives, central...more

CII Submits Rule 10b5-1 Rulemaking Petition to the SEC

by Robert L. Kohl | Katten Muchin Rosenman LLP on 1/10/2013

On November 28 the Council of Institutional Investors (CII), an association of public, corporate and union pension funds and other employee benefit plans, submitted a letter to Securities and Exchange Commission Chairman...more

The SEC Is Scrutinizing Asset Valuations—Are You Ready?

by Jay A. Dubow | Pepper Hamilton LLP on 1/10/2013

The Securities and Exchange Commission (SEC) recently has set its sights on registered entities and their officers and directors for overvaluing the entities’ assets....more

No Knowledge, but Hints of Omissions in the Allianz FCPA Settlement

by Mark Jensen, Matthew Riemer | Sheppard Mullin Richter & Hampton LLP on 1/10/2013

On December 17, 2012, the Securities and Exchange Commission (“SEC”) announced a settlement under the U.S. Foreign Corrupt Practices Act (“FCPA”) with Allianz SE (“Allianz”), the insurance company based in Germany, resulting...more

SEC Includes Disclosure Of Corporate Political Spending Rule In Unified Agenda – What Does It Mean?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 1/10/2013

On August 3, 2011, a group of leading academics, including Harvard Law School Professor Lucian A. Bebchuk, submitted this petition for rulemaking to the Securities and Exchange Commission. The petitioners asked the SEC to...more

Private Placements By Acquisition Targets – Another Regulatory Grey Area

by Ralph Shay | Dentons on 1/10/2013

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

NFA Seeks More Time From CFTC On Regulation Of…NFA

by Felix Shipkevich | Shipkevich PLLC on 1/8/2013

Today the NFA wrote a letter to the CFTC requesting more time to comment on pending regulation. This time, though, the regulation directly affects NFA. Specifically, the NFA wants to extend the deadline of the rulemaking...more

CSRC Scraps Quantitative Thresholds for Offshore Listings by PRC Companies and Paves the Way for Direct Overseas Listings by...

by Melody Junhua He-Chen, Ling Jin, Xiaohu Ma, Sherry Yin | Morrison & Foerster LLP on 1/7/2013

China Securities Regulatory Commission (“CSRC”), the securities regulator of the People’s Republic China (the “PRC” or “China”), has scrapped quantitative threshold requirements for Chinese companies applying for offshore...more

Other NYSE/NASDAQ Developments

by Joseph M. Miller | Snell & Wilmer L.L.P. on 1/7/2013

Non-Executive Employment of Family Members No Longer Precludes Nomination of Non-Independent Directors under “Exceptional and Limited Circumstances” Until recently, a director of a NASDAQ-listed company could serve as an...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

by Colin Diamond, Holt Goddard, David Johansen, Michelle Rutta | White & Case LLP on 1/7/2013

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

SEC Update

by Jeff E. Beck, Joseph M. Miller, Jeffrey A. Scudder | Snell & Wilmer L.L.P. on 1/4/2013

Final Rules on Compensation Committee Listing Standards - On June 20, 2012, the Securities and Exchange Commission (SEC) adopted Exchange Act Rule 10C-1 implementing listing standard requirements pursuant to Section 952...more

New FINRA Rule 5123 Regarding Private Placements of Securities Effective December 3, 2012

by Julia Gaffin, Steve Ganis | Mintz Levin - Corporate & Securities on 1/4/2013

In an effort to enhance oversight and investor protection over private placement activity of firms on behalf of other issuers, new Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5123 became effective on December...more

SEC Accuses Fund Directors of Breaching Their Valuation Duties

by Jay G. Baris, Kelley A. Howes | Morrison & Foerster LLP on 1/4/2013

In a case involving fair valuation of structured notes, the SEC signaled that when investment company fund boards delegate the responsibility to fair value portfolio securities, they must provide “meaningful substantive...more

SEC Adopts Final Rules for "Conflict Minerals"

by Loeb & Loeb LLP on 1/3/2013

The Securities and Exchange Commission has adopted final rules requiring disclosure of the use of "conflict minerals" by public companies (including smaller reporting companies and foreign private issuers) in products they...more

We’re Still Waiting: When Will the SEC Lift the Ban on General Solicitation and Advertisements for Rule 506 and 144A Offerings?

by Benji Jones, A. Heath Tripp | Smith, Anderson, Blount, Dorsett, Mitchell &... on 1/1/2013

Title II of the “Jumpstart Our Business Startups” Act (“JOBS Act”), which became law on April 5, 2012, aims to provide more flexibility for private company fundraising by eliminating the prohibition on general solicitation or...more

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Securities Law › Administrative Law › Business Organization