Securities Finance & Banking

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Top 10 Legal Mistakes For Start-Ups

1. You Haven’t Lawyered Up. OK, that may be a little dramatic, but the worst case scenario is that you have a handshake deal with your co-founders. After all, we are all buds, this won’t go wrong. Even if it never goes...more

Others May Seek Swap Reporting Delay Like Southwest

Reuters has an interesting article about a no-action letter the CFTC issued to Southwest Airlines to permit a 15 calendar day delay in reporting oil derivative transactions. Southwest apparently convinced the CFTC that rapid...more

Bridging the Week - December 2014 #4

ESMA Publishes Implementing Rules for MiFID II - The European Securities and Markets Authority issued its final technical advice and initiated a consultation regarding proposed regulatory and technical standards...more

SEC Condemns Breach Of Client Confidences While Offering Possible Bounties For Breaches

Yesterday, the Securities and Exchange Commission announced that it had “charged a California-based attorney and his wife with insider trading on confidential information obtained from a corporate client.” According to the...more

Corporate Communicator - Winter 2015

Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC...more

The Second Circuit Sets New Hurdles for Insider Trading Convictions

Under the Second Circuit’s new ruling, prosecutors have two large hurdles they must clear to convict under securities laws. First, they must prove that a defendant knew that the source of inside information disclosed tips in...more

A New Prosecutorial Frontier: SEC Seeks Bans on Municipal Officials

The Securities and Exchange Commission (“SEC”) was recently granted a preliminary agreement by a federal judge to bar a municipal official from participating in future bond sales. As reported by the Wall Street Journal, the...more

Illegal “Wash Sales” in Futures Contracts Result in $35 Million Fine

On December 18, the U.S. District Court for the Southern District of New York entered a Consent Order against a foreign bank (the “Bank”), imposing a civil monetary penalty of $35 million and enjoining future violations by...more

SEC Clarifies BDC Transactions with Certain Second-Tier Affiliates

The SEC’s Division of Investment Management has clarified which restrictions apply to BDC’s co-investment transactions with limited partners of a partnership that is an affiliated person of the BDC....more

Second Circuit Issues Landmark Decision Limiting Insider Trading Liability of "Remote Tippees"

On December 10, 2014, the Second Circuit Court of Appeals in New York reversed a set of insider trading convictions and reined in government prosecutions of insider traders who are outside the company in which stock is traded...more

Orrick's Derivatives in Review - December 2014

The Bitcoin Marketplace and Regulatory Environment: An Overview - Startup companies and financial products focused on bitcoin continue to burgeon, resulting in various regulators recently proposing regulations, making...more

There’s No Place Like Home: SEC Increasingly Uses Administrative Proceedings

Stung by adverse court rulings in some of its enforcement cases, the SEC is bringing more of those cases in its own forum—an SEC administrative proceeding. ...more

CFTC Issues Additional Relief for Family Offices

In November 2012, the CFTC's Division of Swap Dealer and Intermediary Oversight issued a no-action letter stating that the Division would not recommend that the CFTC take enforcement action against a family office for failure...more

Bringing the Individual Accredited Investor Into the 21st Century

On December 17, 2014, the SEC’s Advisory Committee on Small and Emerging Companies (the “Committee”) held its first meeting in over a year. The transcript and an archive of the webcast of the meeting are not yet available,...more

Frequently Asked Questions: Convertible Debt

I get questions all the time from clients who haven’t raised convertible debt before. If my clients frequently ask these questions, no doubt there are scores of others who have the same ones. ...more

Corporate & Tax E-Note - December 2014

In this issue: - SEC Crowdfunding Rules Delayed Until October 2015 - Mega M&A Experiencing One of Biggest Booms in History - Some Small Business Owners Say Tax Break Extension Not Enough - 2014...more

SEC Fines Virtual Currency Operator For Alleged Registration Violations

On December 8, the SEC fined a computer programmer $68,387.07 for operating two separate online exchanges that traded securities using virtual currency without registering the businesses as broker dealers. Further, the SEC...more

Corporate and Financial Weekly Digest - Volume IX, Issue 49

In this issue: - Delaware Chancery Court Declines to Dismiss Fraud Claims Against Private Equity Fund and Directors - Agencies Amend Regulatory Capital and Liquidity Coverage Ratio Rules - FINRA Proposes...more

Former JPMorgan Chase Insider Blows the Whistle

Matt Taibbi of Rolling Stone recently profiled the woman JPMorgan Chase paid one of the largest fines in American history to keep from talking in his article, The $9 Billion Witness: Meet JPMorgan Chase’s Worst Nightmare....more

The Through-Train Leaves the Station: Hong Kong-Shanghai Stock Connect Launches

Market participants were unsure what to expect when “Stock Connect” launched the morning of Monday, November 17, 2014.1 The program, sometimes called the Shanghai-Hong Kong “through-train”, provides a trading link between the...more

FINRA Sanctions Member Firm for Failure to Deliver ETF Prospectuses

FINRA recently sanctioned a broker-dealer (the “Firm”) for failure to deliver prospectuses in connection with its sale of ETFs. FINRA also found that the Firm failed to implement a supervisory system reasonably designed to...more

Blog: How Many Hours Does It Take To Create Pay-Ratio Rules?

The WSJ is reporting that the SEC staff has spent an aggregate of 7,196 hours since 2011 working on the development of the still-in-the-proposal-stage pay-ratio disclosure rules required under Dodd-Frank....more

Financial Services Weekly News Roundup - December 2014 #3

Amendment to Swaps Push-out Provision of Dodd-Frank: Section 630 of the recently passed Consolidated and Further Continuing Appropriations Act, 2015 (“Omnibus Spending Bill” – see p. 249) amends Section 716 of the Dodd-Frank...more

CSRC Issues New Provisions

The provisions detail a new regime for privately placed, exchange-traded, and asset-backed securities in China. On November 19, the China Securities Regulatory Commission (CSRC) issued the long-awaited Provisions on...more

SEC Proposes Amendments Revising Section 12(g) Thresholds as Required by the JOBS Act

The SEC proposed rules for comment that address the JOBS Act mandate to revise the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Exchange Act. The proposed...more

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