Securities Finance & Banking Business Organization

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The DOJ Sends Strong Messages Regarding Corporate Cooperation in Criminal Matters

During prepared remarks in April 2015, Assistant Attorney General Leslie R. Caldwell discussed corporate cooperation in criminal FCPA investigations. AAG Caldwell emphasized that a company’s self-disclosure of issues to the...more

Financing Challenges for Small Cap Companies [Video]

Megan Gates explains the how rules implemented by the SEC and national securities exchanges make raising capital particularly challenging for small-cap companies....more

Proxy Access Week of April 19

During the week of April 19, 2015, 8-Ks were filed that disclosed two proxy access proposals passed and four failed. All required three percent ownership for three years and all were opposed by the company. Details are as...more

CIMA: Proposed changes to outsourcing arrangements for funds service providers

The Cayman Islands Monetary Authority (“CIMA”) has recently released a draft Statement of Guidance: Outsourcing All Regulated Entities (Excluding Regulated Mutual Funds) (“SOG”) and Consultation Paper (“Paper”). The...more

New SEC Rules Allow Private Companies Access to Larger Amounts of Capital (Regulation A+)

Many companies should be able to take advantage of new SEC rules that will permit them to sell up to $50 million of securities to investors in a 12-month period without “going public.” TWO TIER SCHEME - Rules...more

The SEC Delivers A+ Effort: New Rules Designed to Breathe Life into Regulation A

On March 25, 2015, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) adopted final rules that amend Regulation A, which provides an exemption for certain offerings of securities from the registration...more

SEC Adopts Enhanced Exempt Securities Offering Rules

As directed by Congress in the Jump Start Our Business Startups (JOBS) Act, the Securities and Exchange Commission has adopted rules substantially increasing amounts that companies can raise through exempt public offerings....more

JOBS Act Update: SEC Adopts Reg. A+ Rules

On March 25, 2015, the Securities and Exchange Commission (SEC) voted to adopt groundbreaking rules implementing Section 3(b)(2) of the Securities Act of 1933 (the Securities Act), as mandated by Title IV of the JOBS Act...more

OCIE Targets Never-Before-Examined Investment Companies for Compliance Exams

The SEC’s Office of Compliance Inspections and Examinations in a Risk Alert dated April 20, 2015, announced a program targeting investment companies that have never been examined for focused, risk-based compliance...more

IRS Publishes Final Regulations Under Section 162(m)

On March 31, 2015, final regulations of Internal Revenue Code Section 162(m) were published. The final regulations clarify exceptions to the US$1 million annual limit on deductions allowable to publicly held corporations for...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

Tax: HMRC Publishes Filing Dates for New AIFM Mechanism for Partnership Deferred Remuneration Arrangements - The Finance Act 2014 introduced a provision intended to help partnerships (including LLPs) that are AIFM...more

Firm Sanctioned for Breach of Fiduciary Duty and Violation of the Compliance Rule

The SEC sanctioned a registered investment adviser for breaching its fiduciary duty by failing to disclose to its clients a conflict of interest created by a portfolio manager’s outside business activity and personal...more

Finders Bill Finds Success In Assembly Committee

In February, I wrote about the resurrection of a bill that would clarify the status of finders under the California Corporate Securities Law of 1968.  Earlier this week, the bill, AB 667 (Wagner) cleared its first policy...more

A Change for the Better? The Arguments For and Against a Venture Exchange

With a total of 284 U.S. operating company IPOs in 2014, the U.S. securities market might appear to be on an upswing – after all, this was its biggest year since the dot com era ended in 2000. Nonetheless, this figure does...more

German Fund Taxation: A Roundup of Recent Developments

Germany’s fund taxation regime continues to evolve as the country further refines and reforms domestic tax laws that were subject to significant changes towards the end of 2013 – when Germany introduced new domestic tax rules...more

Who Files The Most Permit Applications?

California Corporations Code Section 25113(d) requires the Commissioner of Business Oversight to prepare and publicize an annual report of the number of permits that it issues for the offer and sale of securities. The report...more

Venture Perspectives: Third Quarter 2014

New England Outlook - Quarterly Review of Seed, Series A and Series B/Later Round Financings - Included in this Issue: .. Activity Level of New England Transactions: Q3 2013 -Q3 2014 - All Rounds .....more

IRS Releases Clarifying 162(m) Regulations

The IRS recently released final regulations clarifying two aspects of the “performance-based compensation” exception to the $1,000,000 limit on deductible compensation paid to covered employees under Section 162(m) of the...more

European Commission Publishes Report on the Exercise of the Power to Adopt Delegated Acts Conferred on the Commission by...

On April 13, 2015, the European Commission published a Report to the Council and the European Parliament on the exercise of the power to adopt delegated acts conferred on the Commission pursuant to Directive 2003/71/EC of the...more

Crowdfunding Gets Local: What Entrepreneurs and Start-Ups Need to Know to Capitalize on Exemptions for Intrastate Crowdfunding in...

Many entrepreneurs and start-up companies are looking for innovative ways to raise money without the red tape of the securities laws. Crowdfunding is often touted as the solution to this dilemma. In its simplest terms,...more

The New UAE Commercial Companies Law

The UAE has introduced a new Commercial Companies Law (UAE Federal Law No. 2 of 2015) (the New CCL), which replaces the previous Commercial Companies Law (UAE Federal Law No. 8 of 1984, as amended) (the previous CCL). The New...more

Canadian Securities Administrators Publish Comment Letters on Proposed National Policy 25-201 Guidance for Proxy Advisory Firms

On April 24, 2014, the Canadian Securities Administrators (CSA) published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms. Issuers, law firms and other market participants submitted comment...more

Opportunities and Risks in Municipal Underwritings and Derivatives

In the current economic climate, opportunities are expanding significantly for municipal underwriters and derivatives specialists as states and municipalities across the country clamor to pay for infrastructure and services,...more

[Event] HealthTech Rising Midwest Conference - Chicago, Ill, June 11, 2015

This event will bring together a select group of health care providers, health technology companies, investors, and entrepreneurs to explore new ideas, growth strategies and potential partnerships. Industry leaders will...more

Is the New Idaho Benefit Corporation Act Right for Your Company?

Idaho recently joined the ranks of the District of Columbia and 26 other states that have passed benefit corporation legislation. The Idaho Benefit Corporation Act, S.B. 1076, becomes effective July 1, 2015, and provides new...more

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