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Rooting Out Conflict Minerals

If your company manufactures consumer electronics, avionics, or any product incorporating even trace amounts of gold, coltan, cassiterite, or wolframite— including their derivatives, tantalum, tin, and tungsten—you may need...more

Will You Still Be An “Accredited Investor”?

The Securities and Exchange Commission (SEC) is considering changing the accreditation standards used to determine eligibility of investors to participate in private offerings. The current definition of accredited investor...more

Cayman Islands Directors Registration and Licensing Law: CIMA Requires Registration or Licensing of Fund Directors by September 3...

Under the Cayman Islands Directors Registration and Licensing Law 2014 (the “Law”), beginning June 4, 2014 directors of (a) “mutual funds” regulated under the Cayman Islands Mutual Funds Law (2013 Revision) and (b) companies...more

Financial Regulatory Developments Focus - July 2014 #3

In this issue: - Derivatives - Compensation - Bank Prudential Regulation and Regulatory Capital - Recovery & Resolution - Credit Ratings - Insurance - Financial Services...more

SEC Commissioner Gives Corporate Boards a Cybersecurity Wake-up Call

“Given the significant cyber-attacks that are occurring with disturbing frequency, and the mounting evidence that companies of all shapes and sizes are increasingly under a constant threat of potentially disastrous...more

FINRA Sends “Public Arbitrators” Rule to SEC for Approval

On June 30, 2014, the Financial Industry Regulatory Authority (“FINRA”) sent its proposed rules to limit the definition of “public arbitrators” to those without any experience in the securities industry. Previously, an...more

Private Fund Update - July 2014 #2

In this issue: - The 113th Congress - The Administration - Securities and Exchange Commission - Association for Corporate Growth (ACG) - Small Business Investor Alliance (SBIA) -...more

New Credit Default Swap Terms to Be Implemented in September 2014

Earlier this year, the International Swaps and Derivatives Association Inc. (ISDA) published the 2014 Credit Derivatives Definitions (the 2014 Definitions). The 2014 Definitions introduce a new government bail-in Credit Event...more

Shearman & Sterling's Recent Trends and Patterns in the Enforcement of the Foreign Corrupt Practices Act (FCPA)/FCPA Digest

In this issue: - Recent Trends and Patterns in FCPA Enforcement - Recent Trends and Patterns in FCPA Enforcement Enforcement - Actions and Strategies - Statistics - Types of Settlements...more

Financial Services Committee Hearing May Provide Insights

This Thursday, July 24th, the Capital Markets and Government Sponsored Enterprises Subcommittee will hold a hearing with Keith Higgins, Director of the SEC’s Division of Corporation Finance, to review the SEC’s rule proposals...more

Code of Conduct, Compliance Policies and Procedures-Part I

For the remainder of this week, I will have a four-part episode on your Code of Conduct and anti-corruption compliance policies and procedures. In today’s post I will review the underlying legal and statutory basis for the...more

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more

California Dividend Statutes Found To Preempt Common Law Claims

Chapter 5 of the California Corporations Code imposes specific limitations on “distributions to shareholders”, a term defined in Corporations Code section 166. Directors who approve the making of any distribution to...more

Investing in Georgia: Economic Development Newsletter - July 2014

Welcome to King & Spalding's economic development news bulletin, Investing in Georgia. In this edition, you will find: - Election coverage, including analysis of recent gains and losses by Tea Party candidates -...more

Deadline Approaches – Non-EEA fund managers must consider their options

The Alternative Investment Fund Managers Directive (2011/61/EU) (the “Directive”) and the supplementary level 2 Regulation (EU) No 231/2013 (the “Regulation”) introduce an authorisation regime and centralised rulebook for the...more

2014 Amendments to the Delaware General Corporation Law

On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL...more

The Clock is Ticking on the SEC’s MCDC Initiative - Limited Self Reporting Window Closes September 9, 2014

The U.S. Securities and Exchange Commission (the “SEC”) has announced its Municipalities Continuing Disclosure Cooperation Initiative (the “MCDC Initiative”) for municipal issuers, conduit borrowers, other obligated persons...more

Reminder: September 9th Effective Deadline for Issuers and Underwriters to Participate in SEC’s Municipalities Continuing...

If your organization has participated in a municipal bond or other municipal security financing in the past five years, you should be aware of the Securities and Exchange Commission’s (“SEC”) Municipalities Continuing...more

SEC IM Staff Issues Guidance on Proxy Voting Responsibilities of Investment Advisers

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management (IM) and Corporate Finance (CF) released a staff legal bulletin (Bulletin) on June 30, 2014, covering various issues involved with proxy...more

The Hot IPO Market Continues

The first half of 2014 has seen the hottest IPO market in 14 years – 133 IPOs priced, raising more than $30 billion in proceeds. This is already greater than the total number of IPOs priced during 2011 and 2012. The second...more

FCPA Compliance and Ethics Report-Episode 77World Cup Report-Part VII, with Mike Brown [Video]

In this episode of the FCPA Compliance and Ethics Report, Mike Brown and I conclude our World Cup Report series. We continue our look at some of the compliance and ethics lessons from the recently concluded World Cup. ...more

Benefits Litigation Update - Summer 2014

In this issue: - Recent Supreme Court Decisions Revise Rules for Stock Drop Cases - Hobby Lobby and the Questions Left Unanswered - Post-Amara Landscape Continues to Evolve - Supreme Court to...more

Fair Valuation and Mutual Fund Directors: The Great Valuation Divide and Its Implications

The 1940 Act’s requirements for valuing portfolio securities may be summarized as follows: the board of directors must determine, in good faith, the fair value of every portfolio security for which a market quotation is not...more

Examples of Social Media in M&A Transactions

In April 2014, the SEC provided guidance on the use of social media in M&A and other contexts. Companies have begun to cautiously make use of the guidance but the flood gates haven’t exactly opened....more

Delaware Court Dismisses Shareholder Class Action Suit Attacking Corporate Merger

Almost every proposed corporate merger is met with a shareholder suit against the acquiring company, merger target and the target’s board of directors in which the shareholders assert that the board breached its fiduciary...more

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