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Oregon Intrastate Private Offering Exemption: Securities-Based Crowdfunding in Oregon, at Last?

Oregon is on the verge of joining a small number of other states in charting a path for its small businesses looking to raise a relatively small amount of capital through the sale of securities to a broader range of potential...more

Three Principals of Adviser Settle SEC Charges Over Undisclosed Conflicts

The Commission filed another settled action based on undisclosed conflicts involving an investment adviser. In this proceeding Respondents, principals of the adviser, failed to disclose a fee splitting arrangement with an...more

FINRA and MSRB Release Proposals to Provide Pricing Reference Information for Investors in Fixed Income Markets

On November 17, the Financial Industry Regulatory Authority (FINRA) and the Municipal Securities Rulemaking Board (MSRB) released companion proposals that would require disclosure of pricing reference information on customer...more

FCPA Compliance and Ethics Report-Episode 109-interview with Bill Michael on the SEC FCPA enforcement action against FLIR... [Video]

In this episode I visit with Bill Michael, a partner at MayerBrown on the recent FCPA enforcement action against two FLIR System employees for their excessive payments through gifts, travel and entertainment of certain...more

ESMA Issues Revision of the Technical Standards on Reporting under Article 9 of EMIR

On November 10, the European Securities and Markets Authority (ESMA) published a consultation paper relating to the Regulatory Technical Standards and Implementing Technical Standards (collectively, the Technical Standards),...more

A Closer Look at Regulation D: OfferBoard Finds Rule 506(c) Offerings Have Lowest Percentage of Funds Committed at Time of Filing;...

In “Equity Crowdfunding Under Title II of the JOBS Act: The First Year,” OfferBoard reveals many interesting findings regarding offerings under Regulation D. The white paper finds that offerings under Rule 506(c) of Reg. D...more

SEC Releases 2014 Annual Report to Congress on the Dodd-Frank Whistleblower Program

By all accounts, 2014 was a year of tremendous success for the SEC’s Dodd-Frank Whistleblower Program. According to its 2014 Annual Report to Congress on the Dodd-Frank Whistleblower Program, the SEC paid nine whistleblower...more

Behind the curtain – update on new transparency rules for UK companies

The Small Business, Enterprise and Employment Bill has completed its third reading in the House of Commons. It will now proceed to debate in the House of Lords. What’s changing? For companies and business...more

SEC Investor Alert: How to Be a Smart Investor Online

Earlier last week, the SEC’s Office of Investor Education and Advocacy issued an Investor Alert reminding investors seeking information and advice online to be wary of fraudulent investment schemes involving social media. In...more

Global Financial Regulators Issue Record-Breaking Fines for Foreign Exchange Benchmark Rate Manipulation

On November 12, 2014, the Commodity Futures Trading Commission (CFTC), the Office of the Comptroller of the Currency (OCC), the UK’s Financial Conduct Authority (FCA), and Switzerland’s Financial Market Supervisory Authority...more

Critics Question SEC’s Increasing Use of Administrative Enforcement Proceedings

The SEC is increasingly bringing enforcement actions in its administrative forum rather than federal district court, setting the stage for a legal and policy battle over this tactic. The SEC’s approach has been made...more

Digital Currency Corner - What FinCEN’s Denial of Payment Processing Exemption for Virtual Currency-Related Businesses Means for...

Why it matters - The rapid evolution of virtual and digital currencies has spawned significant activity in several federal agencies with implications potentially for traditional entities in certain cases. In addition...more

New ISDA Protocol Will Limit Buy-Side Remedies in a Financial Institution Failure

The ISDA 2014 Resolution Stay Protocol, published on November 12, 2014, by the International Swaps and Derivatives Association, Inc. (ISDA), represents a significant shift in the terms of the over-the-counter derivatives...more

The FCPA Guidance: Still Going Strong at Two

One of the great things about Sunday afternoon is that Mike Volkov posts his Monday blog, when I usually have time to read it when I get the email notification that it is up. Yesterday he wished the Department of Justice’s...more

SEC Adopts Rules to Improve Systems Compliance and Integrity Rules to Strengthen Technology Infrastructure of Securities Markets

On November 19, the Securities and Exchange Commission voted to adopt new rules designed to strengthen the technology infrastructure of the U.S. securities markets. The rules – together comprising Regulation Systems...more

Posting Non-GAAP Financial Measures on Social Media

It is well documented that companies now use social media for all kinds of communications, including “traditional” SEC disclosures. As the scope of the social media disclosures continues to expand, some companies are starting...more

Corporate and Financial Weekly Digest - Volume IX, Issue 46

In this issue: - US Court of Appeals for the District of Columbia Circuit Grants Petition for Rehearing of Decision on Conflicts Minerals Rule - Register for Our 2015 Proxy Season Update Webinar - SEC...more

CFTC Proposes Important Clarification on Forward Contracts with Embedded Volumetric Optionality

The CFTC has published an important proposed clarification to its seven element test regarding forward contracts with embedded volumetric optionality (EVO). The proposed interpretation provides that a contract for deferred...more

ISS 2015 Proxy Voting Guidelines Include New "Scorecard" Evaluation Policy for Equity Plan Proposals

This month, Institutional Shareholder Services Inc. (ISS) issued its 2015 Proxy Voting Guidelines for the upcoming proxy season, which include the new "Equity Plan Scorecard." As stated by ISS in connection with its October...more

Happy Birthday FCPA Guidance

The FCPA Guidance turned two years old recently – November 14 to be exact. No one wrote about the milestone, nor has anyone praised the FCPA Guidance. To be the contrarian, I am writing to wish the FCPA Guidance a very happy...more

CFTC Launches National Campaign to Protect Consumers

On November 19, the CFTC launched CFTC SmartCheck, a new national campaign to help investors identify and protect themselves against financial fraud....more

Business-Judgment Rule Applied in New York to Going-Private Transaction with Procedural Protections

The New York Appellate Division, First Department, ruled Thursday that the business-judgment rule – not the entire-fairness standard of review – can apply to a going-private transaction with the majority shareholder where the...more

NASDAQ Proposes to Stop Automatic Delisting for Failure to Hold Annual Meeting

Under Current NASDAQ Rule 5810(c)(1), NASDAQ staff is required to issue a delisting determination, subjecting the company to immediate suspension and delisting, if a company fails to solicit proxies and hold its annual...more

Higher FCPA risks for mergers and acquisitions? Opinion Release 14-02 and your growing business – three steps

The Department of Justice has announced that it would take “no action” against a multinational corporation in connection with its acquisition of a foreign corporation with significant record-keeping deficiencies and a history...more

Gifts of Travel and Luxury Watches to Saudi Officials Not Mere 'Icing on the Cake' for FCPA Charges

Improper Gifts Alone, Without Cash Bribes, Serve as Basis for SEC’s Latest FCPA Enforcement Action - Earlier this week, the SEC announced fines for two former defense contractor employees for FCPA violations relating...more

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