Securities Law, Finance & Banking, Commercial Law & Contracts

New York State Trial Courts Issue Opposing Opinions On MBS Claims Statute Of Limitations

by BuckleySandler LLP on 5/24/2013

This week, two New York trial court justices issued diverging opinions on when the statute of limitations begins to run on claims related to the repurchase obligations of securitizers under certain MBS pooling and servicing...more

SFO & The Bribery Act: Sector Sweeps, Facilitation Payments & London Listed Companies

by Thomas Fox on 5/24/2013

News reaches us of a private small round table session put together by Transparency International and attended by some from the US FCPA white collar community (we understand Mark Mendelsohn attended) and our very own David...more

ISS Charged With Selling Shareholder Vote Data; Agrees To $300,000 Settlement

by David Jenson | Leonard, Street and Deinard - Dodd-Frank and... on 5/24/2013

The SEC and Institutional Shareholder Services, Inc. (ISS) have settled public administrative and cease-and-desist proceedings initiated against ISS by the SEC alleging that ISS violated Section 204A of the Advisers Act by...more

Court Holds Non-Parties May Enforce Arbitration Agreement Even Though The General Rule Is That They Can’t

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/24/2013

The Financial Industry Regulatory Authority, more commonly known as FINRA, has adopted a Code of Arbitration for Customer Disputes (FINRA has a separate code for industry disputes). Under FINRA’s Customer Code, a claim by or...more

Simplifying Leaver Provisions?

by Orrick, Herrington & Sutcliffe LLP on 5/23/2013

Introduction - In response to the Nuttall Review of Employee Ownership, the Government has introduced the Companies Act 2006 (Amendment of Part 18) Regulations 2013 (the Regulations) which entered into force on 30...more

SEC Targets Another Fund Board in Recent Enforcement Case

by Catherine Botticelli, Stephanie Capistron, Christopher Harvey, Emily Shea | Dechert LLP on 5/23/2013

The U.S. Securities and Exchange Commission (“SEC”) recently issued an Order Instituting Proceedings (“Order”) against the administrator and compliance services provider, as well as current and former members of the boards of...more

Keeping Internal Investigations Independent and Conflict-Free

by David Smyth | Brooks Pierce on 5/23/2013

Internal investigations can arise in a number of different ways and can concern a number of different subjects. Allegations of financial misconduct, employment-related missteps, and breaches of fiduciary duty, among others,...more

CIS Legal Update - May 2013: Russia and the United Arab Emirates Take Measures to Encourage and Improve Investment Security

by Elizaveta Molosnova | Dechert LLP on 5/23/2013

Russia ratified an intergovernmental Agreement with the United Arab Emirates (hereinafter - UAE) on the Encouragement and Mutual Security of Investments (executed on June, 28, 2010) along with the accompanying Protocol...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Deadline Approaching for Compensation Committee Charter Amendments"

by Michael R. Bergmann, Andrew Brady, Brian V. Breheny, Kristin M. Davis, Berit R. Freeman, Richard J. Grossman, Neil M. Leff, Alessandra K. Murata, Audrey Murga, Timothy Nelson, more +Regina Olshan, David C. Olstein, Erica Schohn, Joseph M. Yaffe | Skadden, Arps, Slate, Meagher & Flom LLP on 5/23/2013

As a reminder, by July 1, 2013, compensation committee charters must comply with the new New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) listing requirements that were approved by the Securities and Exchange...more

OCC Issues Clarification of the Treatment of Certain Sovereign and Securitization Positions

by Jeffrey M. Werthan | Katten Muchin Rosenman LLP on 5/22/2013

On May 10, the Office of the Comptroller of the Currency (OCC) issued Bulletin OCC 2013-13, which is intended to clarify the treatment of sovereign and securitization provisions under the Market Risk Capital Rule...more

Legal Alert: Tax Court Finds Indirect Prohibited Transaction in IRA

by Adam Cohen, Mikka Gee Conway, Jonathan Goldman, Carol McClarnon, Alice Murtos, Joanna Myers, Vanessa Scott, W. Mark Smith, Rich Sun, William Walderman, Carol Weiser | Sutherland Asbill & Brennan LLP on 5/22/2013

In Peek v. Commissioner (May 9, 2013), the U.S. Tax Court ruled that two taxpayers had engaged in an indirect “prohibited transaction” with their individual retirement accounts (IRAs) when they provided personal guarantees...more

HM Treasury Rethinks the UK Tax Treatment of Fee Rebates

by David Gubbay, Daniel Hawthorne, Mark Stapleton | Dechert LLP on 5/22/2013

In a Written Ministerial Statement made in UK Parliament on 21 May 2013, Treasury Economic Secretary Sajid Javid MP announced the Treasury’s intention to make a crucial and very welcome clarification to the recent HMRC Brief...more

Lessons from Ralph Lauren: Designing Better Ways to Manage Third Party Risk

by NAVEX Global on 5/21/2013

Trying to avoid the unusually strict import controls in Argentina and facilitate faster clearance of its products through customs, a subsidiary of Ralph Lauren Corp. was found to have bribed local officials between 2005 and...more

New York State Court Dismisses RMBS Putback Action Against Nomura As Time-Barred

by Orrick - Structured Finance Group on 5/20/2013

On May 10, Justice Sherwood of the Supreme Court of the State of New York dismissed on statute of limitations grounds an RMBS putback action brought against Nomura Credit & Capital, Inc. (Nomura)....more

Hong Kong – Applying Securities Laws to Sales of Hotel Units

by Jeffrey Horwitz, Jeremy Leifer, Yuval Tal | Proskauer Rose LLP on 5/20/2013

In a move that represents a first in Hong Kong, one of the territory's largest listed property developers, Cheung Kong (Holdings) Limited and certain of its subsidiaries have entered into an agreement with the Securities and...more

New York State Court Allows Trustee Lawsuit Against DB Structured Products to Proceed

by Orrick - Structured Finance Group on 5/20/2013

On May 13, Justice Kornreich of the Supreme Court of the State of New York denied DB Structured Products, Inc.’s (DBSP) motion to dismiss an RMBS putback action brought against it by the trustee for the relevant RMBS trust. ...more

Whistleblower Law Firm Complains To SEC

by Jill Radloff | Leonard, Street and Deinard - Dodd-Frank and... on 5/20/2013

Two partners from a self-described law firm that specializes in the representation of whistleblowers have sent a letter to the SEC Commissioners complaining about the use of severance agreements to prevent employees from...more

Client Alert: SEC Publishes Cross-Border Release and Reopens Comment Period for Dodd-Frank Rules

by Mara Giorgio, Micah Green, Matthew Kulkin | Patton Boggs LLP on 5/20/2013

On May 1, 2013, the Securities and Exchange Commission (SEC or Commission) held an open meeting to consider: - Whether to propose new rules and interpretive guidance for cross-border security-based swap (SBS)...more

Rating Agency Developments - May 20, 2013

by Orrick - Structured Finance Group on 5/20/2013

On May 17, DBRS released its criteria for rating market-linked securities. On May 17, DBRS released a criteria report relating to Canadian bankruptcy and restructuring legal considerations. On May 15, Moody’s released its...more

SEC Warns About Exemptive Order Compliance

by David Freese, Sean Graber, Daniel Levin, Richard F. Morris, John O'Brien, Kaitlyn L. Piper | Morgan Lewis on 5/20/2013

Division of Investment Management's guidance reminds firms to comply with conditions and representations in exemptive orders and notes that consequences for noncompliance may be "severe."...more

The Panel takes AIM

by Alex Gibson, Thomas Sibert | K&L Gates LLP on 5/20/2013

On 15 May 2013, the Code Committee of the Takeover Panel published its response statement in connection with its public consultation paper from 5 July 2012 relating to "Companies subject to the Takeover Code" (PCP 2012/3)....more

UK Treasury Plans to Extend AIFMD Transition Period for Non-UK Fund Managers

by Jeffrey D. Collins, Diana W. Lo | Foley Hoag LLP on 5/20/2013

The HM Treasury has issued a Q&A in which it suggests upcoming changes to the timetable for implementing the Alternative Investment Fund Managers Directive (the “AIFMD”) in the United Kingdom. The HM Treasury is the UK...more

European Union Pending Legislation Requiring Additional Transparency from Extractive Industries

by Raymond Banoun | Cadwalader, Wickersham & Taft LLP on 5/20/2013

On April 9, 2013, the European Union agreed to a preliminary deal requiring oil, gas, mining and forestry companies to report in greater detail any payments at or above €100,000 (approximately $130,000) they make to foreign...more

Dodd-Frank Act Rulemaking: SEC and CFTC Issue Red Flags Rules to Address Identity Theft

by Cole Beaubouef, Scott H. Moss | Lowenstein Sandler LLP on 5/20/2013

On April 10, 2013, the Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC”, together with the SEC, the “Commissions”) jointly issued final rules to require certain regulated...more

CIS Legal Update - May 2013: New Orders Adopted to Facilitate the Activity of the Central Depository

by Andrey Dukhin, Evgenia Korotkova | Dechert LLP on 5/20/2013

A number of orders were adopted in the second part of 2012 by the Federal Service for Financial Markets (the “FSFM”) in order to facilitate the activity of the central depository of the Russian Federation (the “Central...more

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Securities Law › Finance & Banking › Commercial Law & Contracts

New York State Trial Courts Issue Opposing Opinions On MBS Claims Statute Of Limitations

SFO & The Bribery Act: Sector Sweeps, Facilitation Payments & London Listed Companies

ISS Charged With Selling Shareholder Vote Data; Agrees To $300,000 Settlement

Court Holds Non-Parties May Enforce Arbitration Agreement Even Though The General Rule Is That They Can’t

Simplifying Leaver Provisions?

SEC Targets Another Fund Board in Recent Enforcement Case

Keeping Internal Investigations Independent and Conflict-Free

CIS Legal Update - May 2013: Russia and the United Arab Emirates Take Measures to Encourage and Improve Investment Security

"Deadline Approaching for Compensation Committee Charter Amendments"

OCC Issues Clarification of the Treatment of Certain Sovereign and Securitization Positions

Legal Alert: Tax Court Finds Indirect Prohibited Transaction in IRA

HM Treasury Rethinks the UK Tax Treatment of Fee Rebates

Lessons from Ralph Lauren: Designing Better Ways to Manage Third Party Risk

New York State Court Dismisses RMBS Putback Action Against Nomura As Time-Barred

Hong Kong – Applying Securities Laws to Sales of Hotel Units

New York State Court Allows Trustee Lawsuit Against DB Structured Products to Proceed

Whistleblower Law Firm Complains To SEC

Client Alert: SEC Publishes Cross-Border Release and Reopens Comment Period for Dodd-Frank Rules

Rating Agency Developments - May 20, 2013

SEC Warns About Exemptive Order Compliance

The Panel takes AIM

UK Treasury Plans to Extend AIFMD Transition Period for Non-UK Fund Managers

European Union Pending Legislation Requiring Additional Transparency from Extractive Industries

Dodd-Frank Act Rulemaking: SEC and CFTC Issue Red Flags Rules to Address Identity Theft

CIS Legal Update - May 2013: New Orders Adopted to Facilitate the Activity of the Central Depository

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