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Securities Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.
Akerman LLP

Intentions Matter: Acquiring Large Amounts of Voting Securities Can Trigger an HSR Filing Obligation

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Key Takeaways - The method of acquisition of voting securities does not matter for HSR purposes. The civil penalties for individuals or companies that miss HSR filing obligations can be significant....more

A&O Shearman

UK Announces Final Reforms to Financial Services Retail Disclosure Requirements

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Post Brexit, the U.K. Government and Financial Conduct Authority are committed to the ongoing reform programme to reinvigorate the U.K.'s capital markets. As part of this, the Government and FCA are committed to replacing...more

Bass, Berry & Sims PLC

FTC Imposes Nearly $1 Million Fine in HSR Enforcement Action Against Activist Investor

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On Wednesday, September 18, the Federal Trade Commission (FTC) announced a settlement agreement with prominent activist investor and GameStop CEO Ryan Cohen. Under the agreement, Cohen will pay a $985,320 civil penalty for...more

A&O Shearman

Western District Of Texas Dismisses Putative Securities Class Action Against Cryptocurrency Exchange For Lack Of Personal...

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On September 6, 2024, Judge Robert Pitman of the United States District Court for the Western District of Texas dismissed a putative securities class action against a family of corporations (“Corporate Defendants”) that,...more

A&O Shearman

Recent HSR enforcement action underscores that the FTC is not playing games with HSR Act violations

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The U.S. antitrust agencies are routinely on alert for violations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), even in instances where there are no competitive or otherwise apparent antitrust...more

Holland & Knight LLP

Commodity Futures Trading Commission Finalizes Voluntary Carbon Market Standards

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The Commodity Futures Trading Commission (CFTC) on Sept. 20, 2024, finalized guidance (the Final Guidance) regarding the listing of voluntary carbon credit (VCC) derivatives on CFTC‑regulated exchanges. The CFTC previously...more

Jenner & Block

FinTech Focus: Investment Advisers Join Ranks of Financial Institutions Subject to the Bank Secrecy Act

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Dually registered, or “dual hat,” investment advisers are already well aware of the extensive obligations imposed by the Bank Secrecy Act (“BSA”). But for others, the finalization of a Financial Crimes Enforcement Network...more

A&O Shearman

Southern District Of Florida Dismisses Securities Fraud Claim Against Equity Fund Alleging “Scheme” To Inflate Company Stock Price...

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On September 13, 2024, Judge K. Michael Moore of the United States District Court for the Southern District of Florida dismissed a complaint alleging that an equity fund (the “Company”), its affiliate companies, and several...more

Barnea Jaffa Lande & Co.

New Regulations Ahead: Reporting Obligations for Payment Companies and License Holders

The Israel Securities Authority recently published a draft of a new directive for payment companies and holders of basic initiation licenses or approvals regarding reporting to the Authority. According to the Draft, payment...more

UB Greensfelder LLP

FINRA Examiners Are Unfairly Manipulating Non-Complaining Customers To Trigger Complaints

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I have watched enough medical shows over the years, from the awesome St. Elsewhere to the never-ending Grey’s Anatomy, to have heard umpteen times that the Hippocratic Oath includes the admonition that doctors “do no harm.” ...more

McGuireWoods LLP

“Call Us Before We Call You”:  DOJ’s New Corporate Whistleblower Awards Pilot Program

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On September 17, 2024, Deputy Assistant Attorney General Nicole Argentieri stressed the intense focus placed by the U.S. Department of Justice (DOJ or the Department) on incentivizing companies to maintain healthy corporate...more

Orrick, Herrington & Sutcliffe LLP

SEC charges 11 institutional investment managers with failing to file required reports

On September 17, the SEC announced charges against 11 institutional investment managers for failing to file the required Forms 13F, which were mandated for entities with discretion over more than $100 million in securities....more

Orrick, Herrington & Sutcliffe LLP

SEC charges and fines 12 municipal firms with record-keeping violations

On September 17, the SEC charged 12 municipal advisors for not maintaining and preserving certain electronic communications, leading to over $1.3 million in civil penalties. The firms admitted to violations under Sections 15B...more

Cooley LLP

SEC’s Investor Advisory Committee discusses tracing in §11 litigation and shareholder proposals—will they recommend SEC action?

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Last week, at the SEC’s Investor Advisory Committee meeting, the Committee discussed two topics described as “pain points” for investors: tracing in §11 litigation and shareholder proposals. In the discussion of §11 and...more

Conyers

日本企業のケイマン諸島持株会社上場

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日本の音響制作会社のBloomZは最近、Nasdaqでそのケイマン諸島持株会社を上場しました。弊事務所は日本の事業会社のケイマン諸島持株会社によるIPOに従事しており、日本企業が香港またはNYSE/Nasdaqで上場する際にかかるケイマン諸島持株会社ストラクチャーを採用することがなぜ有益なのか、本稿でご説明したいと思います。...more

Seyfarth Shaw LLP

California Mandatory Climate Disclosure Laws Move Forward With Little Concession

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Seyfarth Synopsis: As discussed in our prior legal update available here, in 2023, California enacted two laws that mandate certain climate-related emissions disclosures and financial risk reporting for thousands of public...more

Wilson Sonsini Goodrich & Rosati

FTC Issues $1 Million Civil Penalty for HSR Act Violation

While companies wait for the new Hart-Scott-Rodino (HSR) Act filing requirements to be finalized, the Federal Trade Commission (FTC) made headlines by filing an enforcement action against and obtaining nearly $1 million in...more

Conyers

Listing Japanese Companies Using Cayman Holding Companies

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Having recently completed the listing on Nasdaq of BLOOMZ, the Cayman Islands incorporated holding company of a Japanese audio production company, and being currently engaged to act on a number of IPOs of Cayman Islands...more

Paul Hastings LLP

Daily Financial Regulation Update -- Monday September 23

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September 20, 2024- The Inter-Agency Working Group on Treasury Market Surveillance (IAWG)—which is composed of staff from the U.S. Department of the Treasury, the Board of Governors of the Federal Reserve System, the...more

Venable LLP

More than Just Mergers: Individual Shareholder Fined Nearly $1 Million for HSR Violation

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On September 18, 2024, the Federal Trade Commission (FTC) announced that Ryan Cohen, an entrepreneur and the current chairman and CEO of GameStop Corp., has agreed to pay $985,320 to settle charges that his acquisition of...more

Williams Mullen

PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What Makes it a Securities Offering?

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On this episode of Raising Capital 101, host Tom Voekler is joined by special guest, Mike Beville of Beville Properties and colleagues Rhys James and John Watson to discuss if it matters who invests in your company? Does it...more

Dechert LLP

CFTC Finalizes Rule 4.7 Amendments, Defers Key Disclosure Requirements

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The CFTC has finalized portions of its proposed October 2023 amendments to CFTC Rule 4.7. The CFTC moved forward on: Raising the thresholds for qualification of certain investors in private funds commodity pool operators...more

Thomas Fox - Compliance Evangelist

Shout Outs and Rants – Episode 141

Welcome to the only roundtable podcast in compliance as we celebrate our second century of shows. In this episode, we take up a potpourri of topics. We have the quartet of Matt Kelly Jonathan Armstrong, Jonathan Marks, and...more

Katten Muchin Rosenman LLP

SEC Revises Tick Size, Access Fees and Round-Lot Definition and Takes Steps to Disseminate Odd-Lot and Other Better Priced Orders

On September 18, the Securities and Exchange Commission (SEC or the Commission) adopted amendments to Rule 612 (Tick Sizes) and Rule 610 (Access Fees) under Regulation NMS under the Securities Exchange Act of 1934, as amended...more

Wilson Sonsini Goodrich & Rosati

“You Promised What?!” Warranties and Disclosure in the UK and the U.S.

Determining “certainty of asset” is a key element of any investment. When an investor takes a minority position as it does in a typical venture or growth capital investment, the approach to ascertaining certainty differs...more

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