Securities Communications & Media

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Apple’s Tim Cook Versus Regulation FD

According to multiple media sources, an interesting story played out this past Monday when Tim Cook, the CEO of Apple, Inc., responded to an email from Jim Cramer, host of CNBC’s “Mad Money” program. The story serves as a...more

D.C. Circuit Reaffirms 2014 Opinion on Conflict Minerals Rule

On August 18, 2015, the U.S. Court of Appeals for the D.C. Circuit reaffirmed its 2014 ruling that struck down the requirement that public companies must disclose to the Securities and Exchange Commission (SEC), and on their...more

Shareholders sue mobile security firm for failing to disclose hacking incident before IPO

MobileIron, Inc. was sued late last week by shareholders in a proposed class action for allegedly failing to disclose a hacking incident just weeks before its initial public offering (IPO). The suit, filed on behalf of...more

D.C. Circuit Reaffirms Previous Conflict Minerals Decision: Disclosure Requirement Violates First Amendment

In a 2-1 decision, a three-judge panel from the U.S. Court of Appeals for the D.C. Circuit reaffirmed its previous decision striking down a narrow portion of the U.S. Securities and Exchange Commission’s (“SEC”) conflict...more

D.C. Circuit Reaffirms That Portions of Dodd-Frank Conflict Minerals Rules Violate First Amendment

On August 18, 2015, the United States Court of Appeals for the District of Columbia Circuit reaffirmed its ruling in National Association of Manufacturers v. Securities and Exchange Commission that portions of the SEC’s...more

Blog: Three-Judge Panel Of D.C. Circuit Again Holds That Mandatory Disclosure Requirement Of Conflict Minerals Rule Violates First...

In November 2014, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v....more

The SEC’s Common Sense Approach to Private Placements and General Solicitation

Earlier this month the SEC issued concurrently (i) the Citizen VC No Action Letter (in response to a request for guidance authored by Mintz Levin) relating to the use of 506(b) for a private placement online and (ii) a series...more

SEC Issues Interpretive Guidance On General Solicitations

On August 6, the SEC's Division of Corporation Finance offered interpretive guidance with respect to conducting a private placement under Rule 506(b) of Regulation D without running afoul of the "general solicitation"...more

The Growing Scrutiny of Social Media by U.S. Courts and Agencies

The evolution of social media in business from “occasional accessory” to “integral component” has in turn forced the law itself to evolve in an attempt to address social media’s increasing relevance. Recent developments in...more

No-Action Letter Guidance Under Rule 506(b) of Regulation D.

On August 6, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission issued a no-action letter to Citizen VC, Inc. (“Citizen VC”), the manager of a venture capital investment platform...more

SEC, Insider Trading and Cyber Security: An International Hacking—Insider Trading Ring

Cyber security is a key focus for virtually everyone these days. The SEC, for example, has been issuing releases discussing disclosure requirements and offering guidance for a number of years. Prominent issuers have reported...more

Social Media Week Part VI – Social Media and CCO 3.0

I conclude this exploration of the uses of social media in doing compliance by exploring why the compliance function is uniquely suited to using social media tools. Long gone are the days when Chief Compliance Officers (CCO)...more

Treasury Consultation Paper – Another Step Towards Crowd-Sourced Equity Funding

On 4 August 2015, the Treasury of the Australian Government released a consultation paper, facilitating crowd-sourced equity funding and reducing compliance costs (Consultation Paper). This follows the previous discussion...more

AIFMD: ESMA Recommends the First Wave of Non-EU Countries to Obtain a Europe-Wide Marketing Passport

On July 30, 2015, the European Securities and Markets Authority (ESMA) released its advice to the European Parliament, Council of the European Union and the European Commission on the application of the passport to non-EU...more

Blog: Does Disclosure Of A High CEO-Employee Pay Ratio Affect Consumer Behavior?

The answer is yes, according to a recent study from the Harvard Business School, “Paying Up for Fair Pay: Consumers Prefer Firms with Lower CEO-to-Worker Pay Ratios. Just in time to be part of the mood music for the SEC’s...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - States are Accommodating Crowdfunding Offerings While the SEC Continues to Ponder Crowdfunding Rules - The SEC first proposed rules in October 2013 for the crowdfunding exemption which was included in...more

IRS Proposed Tax Regulations Aimed at Fee Waiver Arrangements

The Treasury Department and the Internal Revenue Service have issued proposed regulations addressing disguised payment for services of a partner, including the proper tax treatment of fee waiver arrangements commonly used by...more

Bernstein Shur Business and Commercial Litigation Newsletter #53

We are pleased to present the 53rd edition of the Bernstein Shur Business and Commercial Litigation Newsletter. This month, we highlight recent cases regarding compelled turnover of Facebook data, a revived securities class...more

Client Alert on Azerbaijani Securities Regulations - Client Alert on Latest Developments in Azerbaijani Securities Regulation...

Securities Markets Law - New categories of professional participants in securities markets - Professional participants in securities markets are defined to include investment companies, stock exchanges, clearing...more

Second Circuit: Facebook Shareholders Lack Standing for Derivative Suits Challenging Pre-IPO Statements

Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more

The Legal Risks Associated with Corporate Sustainability Reporting

Investors, consumers and other stakeholder groups are driving a growing demand for companies to disclose more information about their environmental, social and governance (ESG) and sustainability practices. Many companies are...more

A Kickstart to Business: Florida Joins Other States in Passing Intrastate Crowdfunding Exemption

The local charitable campaign that raised funds for new team uniforms is moving to the boardroom as Florida joins more than 20 other states that have passed legislation or enacted regulations permitting some form of...more

Current Marketplace Trends in Real Estate Crowdfunding

Today, there appears to be an ever-expanding number of sponsors and markets for crowdfunding. Commercial real estate is no exception. At the recent IMN US Real Estate Opportunity & Private Fund Investing Forum, Elizabeth...more

Second Marblegate Decision Finds for Bondholders Using the Trust Indenture Act to Block an Out-of-court Restructuring

Twin rulings by the District Court for the Southern District of New York, the first of which was issued in December 2014 and the second issued on June 23rd of this year, have created great uncertainty in the bond market...more

Expect Focus - ONLINE HEALTH CARE: NOT SO FAST Telemedicine Hits A Few Speed Bumps, Volume II, Spring 2015

In This Issue: - IN THE SPOTLIGHT • Risky Business: Common Cyber Security Risks, Expensive Consequences - LIFE INSURANCE • Ninth Circuit Finds Bonus Indexed Annuity Delivers Exactly...more

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