Securities Business Organization

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Return of the Cyborg Part II: First-Ever SEC Cybersecurity Enforcement Action Filed Against Investment Advisory Firm

As our last newsletter highlighted, the government is ramping up enforcement investigations against both regulated entities and public companies for perceived cybersecurity failures. Proving the point, on September 22, 2015,...more

SEC Demands Admissions For Compliance Failures

When the Commission adopted its policy of requiring admissions to settle certain enforcement actions no bright line test was created. Rather, an array of facts were to be assessed on an individual, case-by-case basis....more

Desktop Reference Guide: Summary of Section 16 Rules

This is a summary only. Due to the complexity of Section 16, please consult with us regarding the application of Section 16 to your particular circumstances. Please see full Reference Guide below for more information....more

Blog: House Hearing On Conflict Minerals Rule: A Mixed Bag

At a hearing last week before a subcommittee of the House Financial Services Committee, the members heard testimony regarding the Dodd-Frank conflict minerals provision. The Chair expressed concern that the provision was...more

IPOs and IPAs: Ballast Point Transaction Illustrates Benefits of a Dual-Track Approach

The menu for craft breweries raising capital and looking for investor liquidity now includes another viable alternative – public offerings. With the filing of public offering documents by Ballast Point Brewing & Spirits and...more

SEC Once Again Sanctions The CCO of An Investment Advisory Firm

On November 19, 2015, the SEC announced a settlement with investment advisory firm Sands Brothers Asset Management, LLC for violating the Custody Rule, SEC Rule 206(4)-2, which requires that registered investment advisers who...more

ISS and Glass Lewis Update Policies for 2016 Proxy Season

Institutional Shareholder Services (ISS) and Glass Lewis have released updates to their proxy voting policies that will apply to shareholder meetings held on or after February 1, 2016. The ISS policy updates can be found here...more

SEC Issues Report on Increasing Use of Outsourced Chief Compliance Officers

In November 2015, the Securities and Exchange Commission (SEC) released its Outsourced CCO Initiative Report. The report addressed the increased trend of outsourcing compliance activities to third-party consultants within the...more

Ninth Circuit Severely Limits “Rogue Employee” Exception for Corporations in Securities Fraud Cases

In an issue of first impression, the Ninth Circuit Court of Appeals recently held that a rogue corporate officer’s fraudulent intent can be imputed to a corporation even where the defrauding officer acted against the...more

TSX Implements Rule Changes to Benefit Interlisted Issuers

The Toronto Stock Exchange (TSX) has implemented amendments (Amendments) to its Company Manual to modify and expand the exemptions available to TSX issuers listed on one or more other exchanges (interlisted issuers) where the...more

Upping the Ante: Cybersecurity, the SEC and the Perils of Being Unprepared

The U.S. Securities and Exchange Commission is finally getting serious about cybersecurity – and for good reason. If the ever-growing business and headline risks aren’t enough to scare investment advisers and broker-dealers...more

Blog: Will The SEC Finally Provide Some Relief From The Nearly Incomprehensible Proxy Statement Requirement For A New Plan...

Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more

Baby You Can Drive My Car… Or Corporate Jet: SEC Scrutiny of Executive Compensation Perks Disclosures

The SEC continues to focus on accounting and disclosure violations, including in the area of executive perks disclosure in corporate proxy statements. In the past year, the SEC brought two enforcement cases against executives...more

Proxy Advisory Firms Issue 2016 Voting Guidelines

Proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) provide an array of services related to corporate governance and proxy voting to public company shareholders....more

The Entrepreneurs Report - Q3 2015

Unicorns and Other High-Valuation Deals - Over the last several years, the number of private companies with valuations in excess of $1 billion has skyrocketed, with daily reports of births of new “unicorns.” As the...more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

Amendments to the German Voting Rights Notification Rules

New European transparency requirements have been transformed into German law. On 27 November, Germany will implement the Amendment Directive to the Transparency Directive (2013/50/EU, the Amendment Directive). The...more

Bank of Italy: New Reporting Requirements on Issuances and Offerings of Financial Instruments

The Bank of Italy post-trade reporting requirements are likely to impact the issuance and offering of bonds and other debt securities in Italy. The Bank of Italy has the power to require entities issuing or offering...more

SEC Provides Guidance on Exclusion of Shareholder Proposals Under the “Ordinary Business” and “Direct Conflict” Exclusions of Rule...

On October 22, 2015, the staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which addresses issues related to shareholder proposals that conflict with a company’s own proposal or...more

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

Summary: The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code...more

SEC Secures Freeze Order In Nursing Home Offering Fraud

The SEC charged a 25 year veteran of the nursing home and retirement community business with offering fraud. The defendant has been involved multiple offerings, raising over $190 million. SEC v. Brogdon, (D. N.J. November 20,...more

SEC Sanctions Adviser, Executives and CCO for Custody Rule Violation – Again

On November 19, 2015, the SEC sanctioned a registered investment adviser, its two owners, and a former chief compliance officer for violating the Advisers Act “custody rule” after previously settling similar charges and...more

Not a Coin Toss: Regulatory Agencies Bringing Enforcement Actions Against Virtual Currency Start-ups

The Commodity Futures Trading Commission (“CFTC”) and the SEC are flexing their regulatory muscles to rein in securities and commodities rules violations by start-up companies in the virtual currency space. On September 17,...more

"Glass Lewis Issues 2016 US Proxy Policy Guidelines"

Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below. Conflicting Shareholder...more

ISS Ignores Contrary Studies In Adopting Overboarding Policy Change

ISS released its 2016 Benchmark Policy Recommendations last Friday. I had previously criticized ISS for its proposal to change its recommendation on withholding votes with respect to directors who sit on too many boards...more

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