Securities General Business

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.
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Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

FTC Announces Increased Thresholds for HSR Premerger Notifications and Interlocking Directorates

The Federal Trade Commission (FTC) announced on January 19, 2017 the revised transaction thresholds that trigger the requirement to file a premerger notification and report form under the Hart-Scott-Rodino Antitrust...more

FTC Announces 2017 Thresholds Under HSR Act and Clayton Act

Primary HSR filing threshold will be raised to $80.8 million - The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually to account for inflation. As...more

SEC Staff Allows Brokers to Set Fund Commissions with “Clean Shares”

The SEC’s Division of Investment Management issued a no-action letter on January 11, 2017 explicitly permitting brokers to set their own commission rates for sales of so-called “clean shares” of mutual funds. Previously, as...more

HSR and Interlocking Directorate Thresholds Announced for 2017

On 19 January 2017, the Federal Trade Commission (FTC) released the annual jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust...more

SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

FTC Announces 2017 Thresholds for Merger Control Filings Under the HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in Section 7A of the Clayton Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR...more

Higher Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

1. Higher Thresholds For HSR Filings - On January 19, 2017, the Federal Trade Commission announced revised, higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The...more

Why Luxembourg remains a jurisdiction of choice for private equity

1. Framework for an exit from an SARL - Prior to 23 August 2016, any transfer of shares to non-shareholders of an SARL was subject to the prior approval of the shareholders holding not less than 75% of the SARL's share...more

Delaware Law Updates - 2016 Year in Review

Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more

Details of Trump’s Regulatory Freeze

Reince Priebus, President Trump’s Chief of Staff, issued a memo ordering an immediate regulatory freeze. The memo was addressed to heads of executive departments and agencies. According to the memo...more

Description of the Small Business Investment Company Program Participation by Unleveraged Funds

A Small Business Investment Company (SBIC) is a privately owned and operated company that makes long-term investments in American small businesses and is licensed by the United States Small Business Administration (SBA)....more

Your Daily Dose of Financial News

JPMorgan and other asset managers are pushing hard for a new type of ETF that “mimics active strategies but keeps its investments secret.” The concept hasn’t yet been embraced by the SEC, though the heavy-hitters looking to...more

SEC Brings Enforcement Action for Disclosure Failures During Merger Talks

The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid. The SEC’s order finds that Allergan failed...more

Pay-to-Play Enforcement Sweep Snares Private Equity and Venture Capital

On January 17, 2017, the SEC announced nine settled enforcement actions for violations of the pay-to-pay rule against private equity, venture capital and hedge fund sponsors. The firms involved agreed to pay monetary...more

SEC Continues Crackdown on Employer Whistleblower Restrictions

Takeaways: - SEC is targeting contract terms that appear to restrict contact with the SEC or require employee whistleblowers to waive monetary recoveries. - Express disclosure of these rights in severance...more

Annual HSR Merger Notification Threshold Adjustments Announced

On January 19, the Federal Trade Commission (FTC) announced the annual changes to the thresholds of the Hart-Scott-Rodino Antitrust Improvements Act (the HSR Act). These thresholds are adjusted annually based on changes in...more

Race to Courthouse in Shareholder Derivative Actions Could Raise Due-Process Issues

The Delaware Supreme Court requested further consideration of the federal due-process issues that might arise where a court is asked to hold that a shareholder derivative action is precluded because a prior derivative action...more

"House Bill to Shake Up CFTC Rulemakings"

Less than two weeks into the new congressional session, the U.S. House of Representatives passed by a vote of 239 to 182 the Commodity End-User Relief Act1 (the Bill or House Bill), marking the first step by the new...more

Your Daily Dose of Financial News

We learned about Navient and its allegedly trouble-filled student-loan servicing practices yesterday. Turns out the issues are not only long-standing, but they bear similarities to the mortgage-lending issues that were at...more

Final Regulations Released Regarding PFIC Ownership Determination and Annual Reporting Requirements

On December 27, 2016, the Treasury Department (Treasury) and Internal Revenue Service (IRS) released final regulations regarding the determination of ownership of a passive foreign investment company ("PFIC") and regarding...more

Investment Management Update

SEC Issues Guidance on Mutual Fund Fee Structure - The Securities and Exchange Commission’s (SEC) Division of Investment Management recently issued a guidance update addressing disclosure issues and certain procedural...more

Employment Law - January 2017

California: On-Duty, On-Call Rest Periods Violate State Law - Why it matters - Ruling in a closely watched case, the California Supreme Court declared that on-duty and on-call rest periods violate state law....more

Choice of Entity and Key Contents of Organization Documents

Five Business Entity Forms: • Corporation • General Partnership • Limited Partnership • Limited Liability Partnership (“LLP”) • Limited Liability Company (“LLC”) Please see full presentation publication...more

Moody’s Settles RMBS/CDO Ratings Claims with DOJ, States

After markets closed on Friday the 13th, the U.S. Department of Justice (“DOJ”) announced an $864 million settlement regarding Moody’s credit ratings of residential mortgage-backed securities (“RMBS”) and collateralized debt...more

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