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

Cyberattacks Are the New Norm - How to respond and get insurance recovery for government investigations.

Takeaways - Companies that suffer cyberattacks can expect not sympathy but scrutiny from legal authorities. - D&O insurance can cover not only litigation but also investigation costs. - Strategic negotiation of...more

Pay Ratio Compliance is Around the Corner; Is Your Company Ready?

For two years, the pay ratio rule has loomed in the distance with uncertainty regarding its fate. On September 15, 2017, in remarks made at the ABA’s Business Law Section Annual Meeting, William Hinman, Director of the...more

This Week in FCPA-Episode 69, for the week ending September 22, the Apples and Honey Edition

by Thomas Fox on

Jay and I return for a wide-ranging discussion on some of the top compliance and ethics related stories, including:   1. Telia settles massive FCPA enforcement action. 2. New concerns about money laundering in Venezuela...more

IRS Issues Proposed Guidance on the Definition of Registered Form

by Dentons on

On September 15, 2017, the Internal Revenue Service (IRS) issued proposed regulations (REG-125374-16) amending the definition of obligations that are in registered form to take into account current market practices and...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2017 Edition

by Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Litigation Issues Arising from M&A Transactions - Don't Cut Corners: How Legal Shortcuts May Come Back to Haunt You Later

by Bryan Cave on

On September 20, San Francisco Partner Meryl Macklin and Los Angeles Partner Katherine Ashton hosted a webinar on the litigation issues arising from M&A transactions and how legal shortcuts could come back to haunt...more

Did The SEC’s Pay Ratio Guidance Miss Conjunction Junction?

by Allen Matkins on

Last week, the Securities and Exchange Commission issued interpretive guidance to assist issuers in complying with the pay ratio rule. At the same time, the Division of Corporation Finance staff issued guidance concerning...more

European Commission Proposes Framework to Screen Certain Foreign Direct Investments

by Latham & Watkins LLP on

Proposal coordinates existing national screening mechanisms, grants the Commission powers to review investments of “Union interest.” European Parliament and Member States’ approval still required. Key Points: On 13...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Commission became a cybersecurity headline this week, not for brining a case or writing a rule in the area but for an intrusion into its systems. The Chairman issued a statement on the subject....more

Chinese Buyers Act Quickly – Parallel UK & EU Foreign Takeover Control Systems Proposed

by Bryan Cave on

On the 13th September 2017 Jean-Claude Juncker, the European Commission President, unveiled a framework for investment screening for certain foreign mergers in his “State of the Union” address to the European...more

Day 15 of One Month of Innovation in Compliance-Structural Innovation

by Thomas Fox on

Innovation can come in various forms for an organization. Innovation can appear in a structural form. You can move compliance more deeply into your organization with new or different structures. One I have seen have success...more

Blog: SEC Issues Some (Limited) Guidance In Connection With Pay-Ratio Disclosure

by Cooley LLP on

This afternoon, the SEC announced that it had adopted interpretive guidance in connection with the pay-ratio disclosure requirement, which mandates public company disclosure of specified pay-ratio information, beginning with...more

Veil Piercing/Alter Ego Determinations – How Fund Managers Can Protect Themselves

A veil piercing claim can be a worst-case scenario for a private fund manager dealing with a struggling portfolio company investment – the company fails, and ensuing legal claims are brought not only against the portfolio...more

Planning for the Approaching CEO Pay Ratio Disclosure Requirement

by Goodwin on

It appears likely that the CEO pay ratio disclosure rule adopted by the Securities and Exchange Commission in 2015 will require companies that are subject to the rule to begin including CEO pay ratio disclosure for 2017...more

New disclosure requirements applying to EU fund distribution in 2018

by Ropes & Gray LLP on

Asset managers located inside and outside the European Union (“EU”) must comply with the new “point of sale” disclosure requirements that will apply when they distribute financial products, and investment services, to EU...more

SEC, USAO Charge Tech Company Founder With Insider Trading

by Dorsey & Whitney LLP on

Most of the discussion about insider trading these days is dominated by debates about whether there is a personal benefit, a gift, the application of the Supreme Court’s opinion in Salman last term or the split opinion in...more

Investment Adviser Compliance with SEC’s Amended Form ADV

by Winstead PC on

Beginning October 1, 2017, investment advisers filing Form ADV with the Securities and Exchange Commission (the “SEC”) must file using the amended form adopted by the SEC on August 25, 2016 (the “Amended Form ADV”). According...more

Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw...more

Everything Compliance-Episode 18, the Post Harvey Edition, Part II

by Thomas Fox on

The top compliance roundtable podcast is back with a wealth of new topics. 1. Matt Kelly considers the current state of the SEC and what he sees for changes by SEC Chairman Jay Clayton. 2. Mike Volkov opens with the...more

Day 14 of Innovation in Compliance-Putting Compliance at the Center of Business Strategy

by Thomas Fox on

Another innovation is to put your compliance program at the center of corporate strategy. An article in the Harvard Business Review (HBR) by Frank Cespedes, entitled “Putting Sales at the Center of Strategy”, discussed how to...more

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

by Proskauer - Tax Talks on

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to...more

Investment Services Regulatory Update - September 2017

by Vedder Price on

Market and Product Developments - Securities Industry Implements T+2 Settlement Cycle - On September 5, 2017, the securities industry transitioned to a shorter settlement cycle for most broker-dealer securities...more

Beijing-Based Cryptocurrency Trading Exchanges Told to Announce Trading Halt

by Perkins Coie on

Under the impact of the Chinese government’s recent formal notices of halting ICOs, Notice 99 and Joint Notice released on September 2, 2017 and September 4, 2017 respectively, Beijing authorities have taken further actions...more

Australia Proposes Modern Slavery Reporting Requirements for Multinationals – An Overview and Comparison to Existing Corporate...

by Ropes & Gray LLP on

The Australian Government has released a consultation paper proposing the adoption of legislation that would require many multinationals operating in Australia to publicly report on modern slavery risk in their business and...more

Major GST/HST changes affecting investment limited partnerships

by Dentons on

On September 8, 2017, the Department of Finance Canada released proposed amendments to the Excise Tax Act (“ETA”) that could deem certain payments from “investments limited partnerships” to its general partner (“GP”), which...more

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