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

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

Bridging the Week - October 2017 #3

by Katten Muchin Rosenman LLP on

Proprietary Trading Firm Charged by CFTC With Spoofing Based Solely on the Alleged Wrongful Trading of One Employee: The Commodity Futures Trading Commission and the Commodity Exchange, Inc. brought and resolved charges...more

ICOs at the End of 2017: What We Think We Know and What We Don't Know

Initial coin offerings (ICOs), token pre-sales, and similar sales of blockchain-based coins and tokens are quickly becoming an important fundraising option, and an important method of attempting to seed a token-based platform...more

SEC Proposes Amendments to Modernize and Simplify Regulation S-K

by Ropes & Gray LLP on

On October 11, 2017, at the first open meeting under Chairman Jay Clayton’s tenure, the SEC proposed amendments to modernize and simplify certain disclosure requirements in Regulation S-K. The proposed amendments are largely...more

Misunderstandings Among Owners Can Lead To Business Divorce Litigation

One of the most common reasons for a minority shareholder to file “business divorce litigation” is because that minority owner feels left out, pushed out, squeezed out – simply not part of the process in any significant way....more

Reminder: Equity Compensation May Require Personal, Individual HSR Filings

by Goodwin on

Do you receive any form of equity-based compensation? Does your company grant any form of equity-based compensation? If so, it is critical to remember that common equity-based compensation, such as option exercises,...more

Corporate and Financial Weekly Digest - Volume XII, Issue 39

by Katten Muchin Rosenman LLP on

SEC/CORPORATE - SEC Announces Rule Proposal to Modernize, Simplify and Increase the Accessibility of Required Disclosure - On October 11, the Securities and Exchange Commission issued a press release announcing that it...more

NZX Listing Rule Review

by DLA Piper on

You have until 17 November 2017 to submit your thoughts on the 79 Questions posed by NZX as part of its review of the Main Board/Debt Market listing rules (Listing Rules). If you do not wish to make a detailed submission, a...more

Quarterly Investment Update - 3rd Quarter 2017

by Perkins Coie on

Stock Market Commentary - The third quarter of 2017 brought the devastation of multiple hurricanes, escalating tensions with North Korea, the Equifax breach and more White House drama. Yet, investors focused on positive...more

Treasury Issues Report and Recommendations on Capital Markets

by Shearman & Sterling LLP on

On October 6, 2017, the US Department of the Treasury released a 220-page report on reforming the US regulatory system for the capital markets (Capital Markets Report). The Capital Markets Report includes 91 recommendations...more

In Case You Missed It: Launch Links - October, 2017 #2

by WilmerHale on

Some interesting links we found across the web this week: 10 Business Podcasts Every Entrepreneur Should Be Tuning Into Here are 10 podcasts Forbes recommends for small businesses. ...more

SEC Proposes to Modernize Certain Disclosure Requirements

On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted unanimously to propose changes that would modernize and simplify the disclosure items in Regulation S-K and related rules and forms. The proposed...more

FAST and Furious: Proposed Amendments to Regulation S-K Requirements

by Morrison & Foerster LLP on

In recent months, there has been an active dialogue regarding the regulatory burdens for public companies and whether these burdens have contributed to the decline in the number of U.S. initial public offerings (“IPOs”) and...more

SEC Publishes Helpful Guidance on Pay Ratio Disclosure

by McDermott Will & Emery on

The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published...more

Frequently asked questions about at-the-market offerings

What is an "at-the-market" offering? - An "at-the-market" offering is an offering of securities into an existing trading market for outstanding shares of the same class at other than a fixed price on, or though the...more

Highlights from the OSC Corporate Finance Branch’s Annual Report

The Corporate Finance Branch of the Ontario Securities Commission (OSC) recently published OSC Staff Notice 51-728 Corporate Finance Branch 2016-2017 Annual Report (Report), which outlines the policy views of, and related...more

Blog: SEC proposes FAST Act Modernization and Simplification of Regulation S-K

by Cooley LLP on

The SEC has now posted its release regarding FAST Act Modernization and Simplification of Regulation S-K, which proposes amendments to rules and forms based primarily on the staff’s recommendations in its Report to Congress...more

Day 11 of One Month to More Effective Compliance for Business Ventures-Joint Venture Risks Under the FCPA

by Thomas Fox on

Just as the FCPA enforcement field is covered with actions centering around mergers and acquisitions, there are multiple actions involving joint ventures (JVs). JVs continue to plague many US companies up to this day. In many...more

SEC to Streamline Disclosures for Public Companies, Investment Companies and Investment Advisers

The United States Securities and Exchange Commission (SEC) voted in open meeting on October 11, 2017 to propose amendments to its regulations to modernize, streamline and simplify disclosure requirements for public companies,...more

What’s the current landscape for CFTC cryptocurrency regulation?

by Thompson Coburn LLP on

As cryptocurrencies such as Bitcoin enter the mainstream, entrepreneurs are exploring business models that may depend on compliance with regulatory constraints. This short article summarizes the cryptocurrency regulatory...more

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