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Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

The Acquisition and Leveraged Finance Review – England and Wales

by Latham & Watkins LLP on

Acquisition and leveraged finance is a fascinating area for lawyers, both inherently and because of its potential for complexity arising out of the requirements of the acquisition process, cross-border issues, regulation and...more

SEC Issues Guidance on Non-GAAP Financial Measures in Business Combination Projections

by Ropes & Gray LLP on

On October 17, 2017, the SEC’s Division of Corporation Finance issued new guidance clarifying the circumstances under which financial forecasts included in registration statements, proxy statements or tender offer statements...more

SEC Proposes Streamlining Disclosure Requirements

by Shearman & Sterling LLP on

On October 11, 2017, the Securities and Exchange Commission (SEC) proposed amendments to Regulation S-K designed to simplify and streamline disclosures made by public companies and reduce compliance costs while continuing to...more

California And Virtual Annual Meetings

by Allen Matkins on

Seventeen years ago, Delaware amended Section 211 of the Delaware General Corporation Law to permit corporations to hold electronic meetings of stockholders. 72 Del. Laws, c. 343, §§ 7, 8. In the ensuing years, an...more

CEO, Attorney Plead Guilty to Market Manipulation

by Dorsey & Whitney LLP on

Microcap fraud has long been a focus of the Commission. The U.S. Attorney’s Office has also brought a series of criminal cases centered on market manipulation charges involving these entities....more

Day 14 of One Month to More Effective Compliance for Business Ventures-Auditing Joint Ventures

by Thomas Fox on

Joint ventures provide many FCPA risks that other types of business relationships do not bring. For instance, the joint venture may interact with foreign government officials or employees of a state-owned enterprise; then...more

Blog: Treasury Report Recommends Actions To Increase Access To Capital

by Cooley LLP on

The Treasury Department recently issued a new report, A Financial System That Creates Economic Opportunities—Capital Markets, that, in its recommendations, not surprisingly, echoed in many respects the House’s Financial...more

Governance & Securities Law Focus: Europe Edition, October 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

SEC Proposes Amendments to Modernize and Simplify Regulation S-K

On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted to adopt proposed amendments to Regulation S-K that are intended to modernize and simplify certain disclosure requirements and related rules and...more

SEC Charges Rio Tinto, Executives With Fraud

by Dorsey & Whitney LLP on

The Commission charged mining giant Rio Tinto Plc, its subsidiary Rio Tinto Limited, and two of its executives, former CEO Thomas Albanese and former CFO Guy Elliott, with fraud. The case centers on the acquisition of a coal...more

Canadian Securities Administrators and stock exchanges provide guidance on reporting issuers with US cannabis activities

by Dentons on

On October 16, 2017, the Canadian Securities Administrators (the CSA) published CSA Staff Notice 51-352 Issuers with Marijuana-Related Activities (the CSA Notice) clarifying the CSA's disclosure expectations for issuers...more

New Handbooks Will Clarify Market Abuse Regulation Policies in Italy

by Latham & Watkins LLP on

The Italian Securities Commission (CONSOB) has approved two handbooks, “Management of Inside Information” and “Investment Reccomendations,” which offer guidelines under Market Abuse Regulation no. 596/2014 (MAR) and delegated...more

Day 13 of One Month to More Effective Compliance for Business Ventures-Compliance Terms and Conditions in Joint Venture Agreements

by Thomas Fox on

Numerous US companies have come to FCPA grief for their overseas joint ventures and the continue to be a bane for many companies under the Act. There are some basic compliance terms and conditions which should be considered...more

Building Your Founding Team—Is There a Magic Number?

by WilmerHale on

During our recent webinar on seed fundraising, questions were raised on the ideal size of a company’s founding team and if there was a magic number that may be more attractive to investors. Jere Doyle, Managing Director of...more

The Continuing Support for Dual-Class Stock by Companies and Investors

The reported demise of dual-class stock appears to be, to paraphrase Mark Twain, "greatly exaggerated." The end of dual-class stock was predicted following the decisions this summer by the major indices, including FTSE...more

Capital Markets & Public Companies Quarterly: Capital Formation, Dividend Notice and Pay Ratio Q3 Updates

by McDermott Will & Emery on

During the previous quarter, the SEC confirmed that CEO pay ratio disclosure will go into effect as scheduled for the 2018 proxy season. They further announced a new policy permitting qualifying issuers to submit draft...more

Asset Management Regulatory Roundup - October 2017 - Issue 8

by Dechert LLP on

A compact summary of the most recent regulatory developments relevant to the UK asset management industry. This issue includes details on US-EU equivalence of certain OTC derivative rules; the FCA asset management...more

End and refund of the French 3% tax on distributions

by White & Case LLP on

The French Constitutional Court rules that the 3% contribution on distributions is unconstitutional - On 6 October, 2017, the French Constitutional Court, in its decision (n°2017-660 QPC), held that the 3% contribution on...more

House Bill Aims To Encourage Public Offerings

by Fox Rothschild LLP on

In an effort to facilitate capital formation, the SEC's Division of Corporation Finance expanded its nonpublic review process to permit all companies to submit draft registration statements relating to an initial public...more

Pensions Hazard for PE Buyers on Carve-Out Deals

by Latham & Watkins LLP on

Corporate carve-outs have become increasingly popular in recent years, as buyout firms scour the market for primary deals. In an environment in which the UK Pensions Regulator (the Regulator) is becoming more active, in our...more

Delaware Court Of Chancery Imposes Incorporation-By-Reference Condition On Section 220 Production, Consistent With Other Recent...

by Shearman & Sterling LLP on

On October 12, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery agreed to impose an “incorporation-by-reference” condition on any production by Universal Health Services, Inc. (“UHS”) in response to a...more

Central District Of California Dismisses Securities Fraud Claim Against Facebook, Finding Plaintiffs Failed To Sufficiently Allege...

by Shearman & Sterling LLP on

On October 4, 2017, United States District Judge Stephen V. Wilson of the United States District Court for the Central District of California dismissed without prejudice a putative class action against Facebook, Inc., and...more

Day 12 of One Month to More Effective Compliance for Business Ventures-Joint Venture Due Diligence

by Thomas Fox on

When you bring two entities together to operate jointly, there are several difficult issues to analyze. For the US company operating under the FCPA, there must be an adequate business justification for a joint venture with a...more

European Commission Legislative Proposals for Enhanced Powers for European Supervisory Authorities and the European Systemic Risk...

by Shearman & Sterling LLP on

The European Commission has published legislative proposals designed to strengthen and further integrate the supervisory framework of the European Union. The proposals build on contributions to the Commission's public...more

SEC Charges Firm, Officers Re False Statements in Private Offerings

by Dorsey & Whitney LLP on

The Commission has long focused on microcap frauds, repeatedly brining cases in this area. It has also focused in recent years on offering fraud actions, filing a string of cases....more

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