Securities Mergers & Acquisitions Administrative Agency

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SEC ALJ: No Sanction For Compliance Official Who Violated Statute

Amid all the concern regarding the selection by the SEC of an administrative rather than a district court forum for brining agency enforcement action comes a decision which has the potential to change the tenor of the debate,...more

Guide to Doing Business in New Zealand: Company Law (Updated)

COMPANY LAW - Some general matters relating to company law in New Zealand are discussed below. REGULATORY SCHEME - The Companies Act principally regulates companies. The Companies Act, together...more

SEC Files Settled Insider Trading Case As Administrative Proceeding

One question in the wake of the Second Circuit’s decision in Newman regarding the personal benefit test for illegal tipping has been how the SEC would respond to a decision the U.S. Attorney told the Court would significantly...more

Economic Downturn Week, Part III – The Desktop Risk Assessment

I continue my exploration of actions you can take to improve your compliance program during an economic downturn with a review of what my colleague Jan Farley, the Chief Compliance Officer (CCO) at Dresser-Rand, called the...more

Give and Take: Canadian Securities Regulators Ease Disclosure Burdens on Venture Issuers but Enhance Audit Committee Member...

On April 9, 2015, the Canadian Securities Administrators announced amendments to the continuous disclosure and governance obligations of venture issuers in three national instruments: National Instruments 51-102 Continuous...more

SEC FCPA Enforcement Action against Goodyear and Investigation of Mondelez International Provide Valuable Lessons for U.S....

Action Item: The Securities and Exchange Commission’s enforcement action against Goodyear Tire & Rubber Company and its investigation of Mondelez International provide key lessons to U.S. companies seeking to acquire foreign...more

SEC Charges Tipping Without A Newman – Dirks Personal Benefit

The U.S. Attorney’s Office in Manhattan is trying to have the Second Circuit’s decision in U.S. v. Newman, No. 13-1837, 13-1917 (2nd Cir. Decided December 10, 2014 ) reheard and reversed. In seeking that rehearing the...more

New Regulatory Guidance Impact Business Continuity Planning for the Financial Industry

As a result of recent natural disasters, a number of the regulators that oversee the securities industry have jointly issued guidance regarding the business continuity or disaster recovery plans (BCPs) of broker-dealers and...more

Amendments to Financial Responsibility Rules for Broker-Dealers Impact Net Capital

On July 31, 2013, the Securities and Exchange Commission (SEC) announced amendments to Financial Responsibility Rules for Broker-Dealers (Release No. 34-70072; File No. S7-08-07). The rule amendments become effective October...more

Notification Threshold Under the Hart-Scott-Rodino Act Increased to $70.9 million

The Federal Trade Commission recently announced higher reporting thresholds for pre-merger notifications filed on or after February 11, 2013. The U.S. Federal Trade Commission (FTC) recently announced revised thresholds for...more

FTC Announces Increases to Thresholds for Pre-Merger Notification and Limitations on Interlocking Directorates

On Jan. 10, 2013, the Federal Trade Commission made its annual announcement of revisions to thresholds that determine whether companies must abide by the pre-merger filing and waiting period requirements set forth in the...more

FTC Raises Hart­-Scott­-Rodino Thresholds

Transactions closing as of February 11 will be subject to increased HSR Act jurisdictional and filing fee thresholds. On January 10, the Federal Trade Commission (FTC) announced that it will raise the Hart-Scott-Rodino...more

Private Placements By Acquisition Targets – Another Regulatory Grey Area

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

Hidden Due Diligence Risk In Mergers, Acquisitions And Investments: Independent Contractor Misclassification Oftentimes Overlooked...

Many due diligence reviews in mergers, acquisitions and investments have ignored the issue of independent contractor (IC) misclassification liability. This is a difficult exposure to identify unless the legal team digs below...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

Development and Opportunities in the Turkish Market - December 2012

The Turkish government’s agenda for development is one of the most ambitious in the world. Combined with investor friendly changes in the market, including a new investment incentive regime and new regulation enhancing...more

DOJ and SEC Release Long-Awaited FCPA Guidance

On November 14, 2012, the Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC) jointly released A Resource Guide to the U.S. Foreign Corrupt Practices Act (the “Guide”). The Guide is intended to...more

DOJ and SEC Release Much-Anticipated Guidance on FCPA

In recent years, corporations in the United States and around the world have seen record levels of enforcement of the Foreign Corrupt Practices Act ("FCPA"), resulting in billions of dollars of civil judgments and numerous...more

China: Branching Out - November 2012

China is experiencing an upsurge in outbound investment activity as growing domestic needs coincide with weakened and more accommodating M&A markets in Europe and the US. Changing government policy is enabling domestic...more

Department of Justice and Securities and Exchange Commission Issue Highly Anticipated Foreign Corrupt Practice Act Guidance

On November 14th, the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) jointly published “A Resource Guide to the U.S. Foreign Corrupt Practices Act” (the “Guide”), their long-awaited and...more

2012 FCPA Guidance: Key Points and Analysis

On November 14, 2012, the U.S. Department of Justice and the Securities and Exchange Commission released their long-awaited Foreign Corrupt Practices Act guidance in the form of a 120-page document entitled “A Resource Guide...more

DOJ and the SEC to U.S. Businesses: We Expect Action on Effective Compliance Programs

Based on my experience as a U.S. Attorney, I see the new joint Department of Justice (“DOJ”) and Securities Exchange Commission (“SEC”) Resource Guide to the Foreign Corrupt Practices Act (“FCPA”) as a game changer that...more

"SEC and DOJ Release Highly Anticipated FCPA Resource Guide"

On November 14, 2012, the Securities and Exchange Commission (SEC) and the Department of Justice (DOJ) jointly released the long-anticipated Resource Guide to the U.S. Foreign Corrupt Practices Act. The Resource Guide tracks...more

DOJ and SEC Release Long-Awaited FCPA Resource Guide

On November 14, 2012, the U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC) released their long-anticipated guidance on the U.S. Foreign Corrupt Practices Act (FCPA), entitled A Resource Guide to...more

Anti-Corruption Law: Implications of the U.S. FCPA Resource Guide for Canadian Business

On November 14, 2012, the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) released their long-awaited Resource Guide to the U.S. Foreign Corrupt Practices Act (FCPA). The 120-page Guide...more

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