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FDIC Gives Guidance to S-Corporation Banks Regarding Dividends under Basel III

On July 21, the FDIC clarified how it will evaluate requests by S-Corporation Banks to make dividend payments that would otherwise be prohibited under the Basel III capital conservation buffer. New Basel III capital rules...more

Equity Compensation Alphabet Soup – ISO, NSO, RSA, RSU and more

Startups and public companies alike often use equity to help attract, retain and incentivize talented employees and other service providers. The different forms of awards have proliferated in the past several years, though,...more

Seed Capital Review: Fall 2013 Survey Of Angel Financings

Welcome to the first installment of Seed Capital review, written by members of the entrepreneurial Services Group at Gray plant mooty. this is our first periodic report analyzing seed capital being raised by companies in...more

Investor Advisory Committee

On July 10, the Investment Advisory Committee will be meeting to consider various topics, including the definition of the term “accredited investor.” The Committee had previously discussed amendments to the natural persons...more

No Billboards, Please

Companies intending to seek funding under the JOBS Act’s crowdfunding provision gained a seeming advantage in September when the SEC removed its ban on the general solicitation or advertising of certain types of private...more

CAMAC's Report on Equity Crowdfunding

Does it Pave the Way to Bridge the Capital Gap for Start-Ups and Small Scale Enterprises in Australia? The Corporations and Markets Advisory Committee (CAMAC) released its report on crowd sourced equity funding (CSEF)...more

Cayman Islands Director Registration and Licensing Law

The Cayman Islands Director Registration and Licensing Law (2014) (the Law) was recently gazetted along with the related regulations which set out in more detail the registration requirements and fees. The Law came into...more

Fair Valuation and Mutual Fund Directors: History of Enforcement Actions Against Independent Directors

At the ICI 2014 Mutual Funds and Investment Management Conference, the staff of the Division of Investment Management announced that it would not propose comprehensive guidance on valuation of investment company portfolios...more

DBO Filing Procedures Set To Change Big Time

When I joined the Department of Corporations, it had no website and filings were made only in hard copy. In the ensuing years, the Department (now known as the Department of Business Oversight) created a website, established...more

Does the Business Judgment Rule Protect Bank Officers and Directors?

When a corporation suffers significant losses, or ultimately fails, frustrated shareholders, creditors, or others often try to sue the corporation and/or its officers and directors for losses caused by mismanagement of the...more

Aquila on M&A: Dealmaking is Back  [Video]

May 19, 2014 (Mimesis Law) -- Frank Aquila, partner at Sullivan & Cromwell, tells Lee Pacchia that the recent uptick in deal activity has all the indications of an "M&A boom" in 2014. While the recent wave of transactions is...more

SEC Warns Private Equity Fund Advisers about Compliance Shortcomings

Andrew J. Bowden, Director of the Securities and Exchange Commission's Office of Compliance Inspections and Examinations (OCIE) delivered remarks at last week's Private Equity International (PEI) 2014 Compliance Forum that...more

Thomson Reuters Session - April: Investment Management, Hedge Funds & Registered Mutual Funds: What's Happening Now? [Video]

Pepper partner Gregory J. Nowak has regularly hosted a roundtable in Pepper’s New York office for private funds and their managers to discuss issues in the investment management world. He has recently started to give a...more

Corporate and Financial Weekly Digest - Volume IX, Issue 17

In this issue: - Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law - SEC Division of Corporation Finance Issues New C&DIs Relating to Social Media Use - FINRA...more

Poison Pills with Lower Ownership Thresholds for Activist Investors Come Under Attack

On March 25, 2014, Daniel Loeb’s Third Point LLC filed suit against Sotheby’s and its directors in Delaware’s Court of Chancery to invalidate Sotheby’s poison pill. The board of Sotheby’s adopted the poison pill this past...more

Verbatim Global Compliance - Quarterly Newsletter: Spring 2014

Canada - The Ontario Securities Commission ("OSC") recently published for comment four proposed prospectus exemptions intended to facilitate capital formation for small companies and start-ups. The four exemptions include:...more

Thinking IPO? Timing Is Everything

Notwithstanding the fact that the last several weeks did not go as planned for a few of the companies pricing or looking to price IPOs, and the associated speculation that the IPO window may be narrowing (if not closing) for...more

Doing Business in Latin America and The Caribbean: Columbia

Colombia is located in the northernmost part of South America. Its population is estimated at over 45 million people, with at least 10 million living in the capital city of Bogotá. Colombia’s main language is...more

Doing Business in Latin America and The Caribbean: Cayman Islands

The Cayman Islands are located in the western Caribbean Sea about 480 miles south of Miami and 180 miles northwest of Jamaica. Of the three islands, Grand Cayman is the largest with an area of 76 square miles. The islands of...more

Dissenter Rights Create Trend of Investors Driving Higher Prices and Gaining Interest

Two recent high-profile shareholder rights cases in the Delaware Chancery Court have received a lot of attention due to the money that is at stake and the individuals in the disputes. These two cases, along with several other...more

Private Fund Update - March 18, 2014

In this issue: - The 113th Congress - The Administration - Securities and Exchange Commission - Commodity Futures Trading Commission (CFTC) - Association for Corporate Growth (ACG) -...more

M&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review For Certain Controlling Stockholder Transactions With...

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more

Corporate and Financial Weekly Digest - Volume IX, Issue 11

In this issue: - NASDAQ Launches Marketplace for Private Companies - SEC Proposes Rules to Enhance Oversight of Clearing Agencies - FINRA Proposes to Amend Rules 2210 and 2214 - CME Group Exchanges...more

Margin Call, Part Two: Regulation U Basics

Because the vast majority of “margin calls” you are likely to get will arise under Regulation U in the context of a financing transaction by a bank (or in some cases, a non-bank lender), the ability to identify margin...more

M&A Update: The “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable For Aiding And Abetting Breach Of...

Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a...more

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