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This Week In Securities Litigation

The SEC settled another action this week based on admissions of fact and that the Federal securities laws were filed, this time involving Oppenheimer. The action was based on the fact that the firm permitted an off-shore and...more

Hart-Scott-Rodino Thresholds to Increase

Beginning February 20, 2015, transactions valued at more than $76.3 million may require a Premerger Notification and Report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“the HSR Act”). This...more

Overview of UK Real Estate Structures and Transactions

This Overview provides a general summary of the different corporate structures that may be used to hold, and transact in, UK real estate (such as special purpose vehicles, property unit trusts, partnerships and REITS), the...more

Recent Delaware Court of Chancery Decisions Address When A Non-Majority Stockholder Will Be Deemed a Controlling Stockholder

In three recent decisions, the Delaware Court of Chancery reiterated that under Delaware law, a large, though not majority, stockholder of a corporation will not be considered a controlling stockholder (with the attendant...more

SEC Staff To Express No Views On Conflicting Shareholder Proposals Under Rule 14a-8(i)(9)

On January 16, 2015, SEC Chair Mary Jo White issued a directive that the staff of the SEC review its position on Rule 14a-8(i)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”). Concurrent with SEC Chair White’s...more

Seeking fair value: BVI Court provides guidance for appraisers valuing shares

This week the BVI Court issued important guidance to accountancy professionals, BVI companies and their shareholders as to how shares should be valued following a squeeze-out, merger or dissent from other restructuring...more

CFTC Issues No-Action Relief to Certain Introducing Brokers

On January 23, 2015 the CFTC Division of Swap Dealer and Intermediary Oversight issued no-action relief to certain introducing brokers (IBs) with respect to net capital and financial reporting requirements under Commission...more

SEC Suspends Review of Conflicting Shareholder Proposal No-Action Requests

On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more

HSR Thresholds Will Increase Slightly for Transactions in 2015

On February 20, 2015, revised thresholds for the Hart-Scott-Rodino Act (“HSR”) will take effect. The thresholds determine whether parties involved in proposed mergers, consolidations, or other acquisitions of voting...more

Disclosure of Charging Party's Name in Securities Filing Can Constitute Retaliation Under Title VII

Publically traded companies are required by law to disclose to shareholders pending legal matters that could materially affect their stock price. According to the Seventh Circuit Court of Appeals, an employer’s disclosure of...more

These Data Show Nevada Rising And California Sinking

A recent paper by Matthew D. Cain, an economic fellow at the Securities and Exchange Commission, Stephen B. McKeon, an Assistant Finance Professor at the University of Oregon, and Steven Davidoff Solomon, a Professor of Law...more

Matchmaking Basics: How it Works, Current Regulations and Key Considerations

Background - “Matchmaking sites,” also referred to as “matchmaking platforms,” have come to play a more significant role in capital formation in recent years. A matchmaking site generally relies on the Internet in order...more

Financial Services Weekly News Roundup - January 2015 #4

The CFTC Exercises Expanded Jurisdiction Over Retail Transactions in Physical Commodities. Title VII of the Dodd-Frank Act of 2010 amended the Commodity Exchange Act (CEA) to add new authority over certain leveraged,...more

SFC Guidance on Corporate Professional Investors Assessment and Description of Services in Client Agreements

On 22 January 2015, the Securities and Futures Commission of Hong Kong (SFC) issued a set of frequently asked questions to provide practical guidance on the criteria and application of the new principles based assessment for...more

Newly Passed Bill May Impact Dodd-Frank Act

The House of Representatives passed legislation that could loosen some of the restrictions imposed by Dodd-Frank on big banks. The bill, Promoting Job Creation and Reducing Small Businesses Burden Act, passed by a margin of...more

EU Disclosure Requirements for Structured Finance Instruments from 2017 Onwards

The European Commission has recently issued a supplementary regulation relating to regulatory technical standards on disclosure requirements for structured finance instruments. The disclosure requirements cover structured...more

The GM Engine that Couldn’t: $1.5B Nail in JPMorgan’s Coffin

In our recent post, “Review Twice, File Once, Review Again; UCC-3 Termination Intent Irrelevant,”we described how the Delaware Supreme Court set forth how a secured party’s lien can be terminated without the requisite intent,...more

House Financial Services Committee Approves Agenda for 114th Congress

On January 21, the Committee on Financial Services, in a voice vote, agreed to a new oversight plan that identifies the areas that the Committee and its subcommittees plan to oversee during the 114th Congress. Notable...more

End-Users Are Dodd-Frank Collateral Damage According To CFTC Commissioner

CFTC Commissioner J. Christopher Giancarlo recently delivered remarks where he stated “Unfortunately, caught up in some of the collateral damage surrounding the Dodd-Frank reforms were the traditional commodity and energy...more

The Advisor as Fiduciary - 2015, Vol. 2

This is my favorite topic. If you read my last post, you understand why I believe that acting in the spirit of "fiduciary" sets every advisory firm up for success, compliance and otherwise. One of the few remaining items in...more

The Aftermath of Newman Likely to Cause Problems for Prosecutors in Old and New Cases

In what is possibly a harbinger of how other courts will interpret the U.S. Court of Appeals for the Second Circuit’s landmark insider trading ruling in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), Judge Andrew...more

"European High-Yield Market Looks Strong Coming Off Record Year"

Investor enthusiasm in Europe for high-yield bonds reached a peak in July 2014, followed by a quiet August and September before the market returned, driven by M&A activity. Despite an inconsistent year, European high-yield...more

"Insights Focus: Key Observations for Directors and Senior Executives"

Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and...more

New Five Business Day Timeline for Debt Tender or Exchange Offers

On January 23, 2015, the Staff of the US Securities and Exchange Commission issued a no-action letter (the “No-Action Letter”) providing that it would not recommend enforcement action with respect to a five business day...more

"United Kingdom: The SFO Focuses on Corporate Fraud and Corruption"

Once the subject of speculation regarding its possible consolidation with other agencies, the Serious Fraud Office (SFO) had an exceedingly busy 2014, with all signs suggesting that it will continue its aggressive enforcement...more

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