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"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

AUSTRALIA: ASIC rules risk management facilities to be used by sporting organisations are financial products

On 28 January 2015, the Australian Securities and Investment Commission (ASIC) rejected a relief application by the issuer of ’risk management facilities’ used by sporting clubs and retailers. The application for Australian...more

"Broker-Dealer M&A Transactions: Toward a More Accommodating Regulatory Process"

M&A transactions involving regulated broker-dealers often require Financial Industry Regulatory Authority (FINRA) approval under NASD Rule 1017. Such approval is required for any direct or indirect acquisition by a...more

Blog: Glass Lewis Expands On Its Views Of Proxy Access Proposals

At the end of last week, as discussed here, proxy advisory firm Glass Lewis told the WSJ that, in some circumstances, it may recommend against company nominees for director when the company excludes a shareholder proposal for...more

Private Equity: SEC Custody Rule—One Size Does Not Fit All

As a result of the Dodd-Frank Act, since 2012 investment advisers that operate pooled investment vehicles such as hedge funds and private equity funds with $150 million of assets under management became subject to the...more

Time for an antitrust checkup: FTC announces 2015 thresholds under HSR Act and Clayton Act

January is a good time to take stock of compliance programs and set aside dated opinions and guidance to avoid relying on old rules, and antitrust is no exception to that. Because the FTC announces revisions to HSR Act and...more

"New Listing Rules for Premium-Listed UK Companies: The Fine Line Between Upholding Majority Rule and Protecting Minority Rights"

The protection of minority shareholders in companies with a premium listing on the London Stock Exchange came to the fore in the United Kingdom following the 2012 and 2013 publication of consultation papers on the...more

PCAOB Alerts on Deficiencies in Broker-Deal Audits

The first five inspections of broker-dealer audit and new attestation engagements subject to PCAOB standards show deficiencies in the auditors’ application of these standards according to the PCAOB. The requirement to...more

Minority Shareholder Oppression In Family Businesses In Pennsylvania

Decades ago, Pennsylvania courts, as well as other state courts, were reluctant to interfere with business judgments of majority shareholders managing a corporation, even where the expectations of a minority shareholder had...more

February 2, 2015 Deadlines for Reporting 2014 ISO Exercises and ESPP Transfers

Employers should be sure they are ready to comply with the fast-approaching deadlines for reporting 2014 incentive stock option (ISO) exercises and certain employee stock purchase plan (ESPP) transfers under Section 6039 of...more

Inside M&A - Winter 2015

Recent U.S. Cases Highlight Liability Risks to Executives in Mining, Heavy Industrial Transactions - Historically, corporate executives rarely faced personal or criminal liability resulting from mining or environmental...more

"Dudenhoeffer: An Effective Tool to 'Weed Out Meritless' Employer Stock-Drop Claims?"

In Fifth Third Bancorp v. Dudenhoeffer, 573 U.S. __, 134 S. Ct. 2459 (2014), a unanimous U.S. Supreme Court held that fiduciaries of an employee stock ownership plan (ESOP) are not entitled to a special presumption that their...more

Australian Tax Update: Changes To The Employee Share Scheme Tax Regime

The Government has released exposure draft legislation in relation to measures designed to soften the tax treatment of employee shares schemes ("ESS"). The proposed changes were announced by the Government in October 2014 and...more

Oppenheimer Settles with SEC, FinCEN

Oppenheimer & Co., Inc. settled an action with the SEC centered on violations of the broker registration provisions, a failure to file suspicious activity reports or SARS and the sale of unregistered penny stock shares. The...more

"US Corporate Governance: Boards of Directors Remain Under the Microscope"

For a number of years, the message for directors of U.S. public companies has been that their decisions face greater and greater scrutiny. While some of this enhanced scrutiny has come from federal and state governments,...more

Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans

Annual Information Statements and IRS Returns - Requirement to Report - For (1) any exercise of an incentive stock option (ISO) during 2014 or (2) transfer during 2014 of a share previously purchased pursuant to...more

The Risk Retention Rules: A Victory for Securitizations Involving Residential Mortgage-Backed Securities?

When Congress passed the Dodd-Frank Act, it mandated the creation of risk retention rules in an effort to align the incentives of sponsors of asset-backed securities (ABS) with the interests of investors and to improve the...more

The Who, What, When, Where, Why and How of Proxy Supplements and Amendments

In light of the approaching 2015 annual stockholder meeting season, below is an overview of the essential facts on proxy supplements and proxy amendments or revisions. Determining whether and how to amend proxy material...more

Tenth Circuit Affirms Dismissal of Securities Class Action for Failing to Plead Scienter Under the PSLRA

The US Court of Appeals for the Tenth Circuit recently affirmed the dismissal of a class action by investors in Gold Resource Corp. (GRC) alleging that the company and four of its officers violated Section 10(b) of the...more

"Antitrust and Competition: Surveying Global M&A Enforcement Trends"

US: Continuation of Aggressive Review and Enforcement - In 2014, the U.S. Department of Justice’s Antitrust Division (DOJ) and the Federal Trade Commission (FTC) further embraced their aggressive approach to merger...more

Financial Regulatory Developments Focus - January 2015 #3

In this issue: - US Office of the Comptroller of the Currency Releases Community Reinvestment Act Evaluations - Amendment to Regulation on Supervisory Reporting of Institutions on Asset Encumbrance, Single Data...more

Immigration Corner: Scams Abound, Getting Acquainted with the Business Visitor, and CBP Eases Your Next U.S. Entry

New Initiatives = New Targets for Scams - Unfortunately, where there is uncertainty, there are those who will use scams to target those individuals looking for clarity. On November 20, 2014, the President announced a...more

Lessons Learned: Report All Potential D&O Liability Insurance Claims Without Delay

The District Court of Massachusetts’ January 6, 2015 opinion in Biochemics, Inc. v. Axis Reinsurance Co., 2015 WL 71493 (D. Mass. Jan. 6, 2015), reaffirms the importance of providing timely notice of all D&O liability claims...more

"United States: International Cooperation, Anti-Corruption and Tax Remain Key Issues for Enforcement Authorities"

U.S. authorities continue to aggressively pursue cross-border investigations and to scrutinize closely the compliance programs of multinational corporations. Investigative activity by U.S. authorities in 2014 was particularly...more

CMBS – it’s time to dance to the beat!

During the European Autumn CREFC conference, a panel of leading CMBS participants were posed the question of whether European CMBS was stuck at the bar while the market danced. The general consensus of the panel was that...more

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