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Securities Updates

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

ALERT: SEC Issues Risk Alert on Top Five Problem Areas in Investment Advisor Examinations

by Pullman & Comley, LLC on

For investment adviser firms, an audit by the Securities and Exchange Commission or state regulators can be cause for anxiety. Regardless of how carefully a firm’s chief compliance officer adheres to regulations, deficiencies...more

Second Circuit: Reclassification of Claim as Equity Interest? Not Unless It Is Duplicative

The Second Circuit affirmed the bankruptcy and district courts’ decisions subordinating claims asserted against the Debtor by holders of restricted stock units. However, while the court agreed with the lower courts that the...more

White Certificates - New regulation on incentive scheme in Italy

by Hogan Lovells on

White certificates (dubbed “certificati bianchi” or “titoli di efficienza energetica”) have proven to be quite a successful incentive scheme in Italy in the past few years, generating significant returns on investments...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The new Chairman continues to build out the senior staff, making key appointments. Specifically, the Chairman appointed: Jaime Klima, formerly co-chief of staff under Acting Chairman Piwowar, as his Chief Counsel; Lucas...more

Transparency Initiatives in the Extractive Sector: ESTMA Reporting Deadline Approaching in Canada and Setbacks in the United...

by Bennett Jones LLP on

The May 30, 2017, reporting deadline under the Extractive Sector Transparency Measures Act (ESTMA) is fast approaching. This annual reporting deadline under ESTMA applies to entities that...more

More On Revlon Duties In California

by Allen Matkins on

Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB). For those readers not...more

Institutional Shareholder Services Changes 2017 Voting Policy Applicable to Business Development Companies

Reminder to Internally-Managed Business Development Companies Regarding Shareholder Engagement Following Say-on-Pay Vote - A. 2017 Voting Policy Change - In November 2016, Institutional Shareholder Services Inc....more

Orrick's Financial Industry Week In Review

Financial Industry Developments - Changes Proposed to CAS and STACR Programs - On May 8, 2017, Fannie Mae and Freddie Mac announced that they are considering certain changes to the structure of their CAS and STACR...more

Five Things to Consider Before Launching a Crowdfunding Offering

by Smith Anderson on

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments...more

Individual Accountability in AML Cases

by Ballard Spahr LLP on

This post discusses individual liability in AML/BSA enforcement, which is an area of increasing attention. Indeed, according to public statements by the government, individual liability is the focus of enhanced scrutiny...more

General Solicitations of Certain Regulation D “Private” Securities Offerings: SEC Affirms Zero-Tolerance Policy.

On March 29, 2017, the Securities and Exchange Commission (the “SEC”) issued a noteworthy opinion in In re KCD Financial Inc., a review of a FINRA disciplinary action. While the opinion affirmed FINRA’s disciplinary action,...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Jon Corzine’s plotting his Wall Street comeback, and he’s planning on using the unpredictable nature of the new administration to help him (and his new hedge fund) get there....more

SEC Emphasizes Cybersecurity Preparedness in Wake of Global Ransomware Attack

by Ballard Spahr LLP on

The U.S. Securities and Exchange Commission's Office of Compliance Inspections and Examinations (OCIE) has issued a Risk Alert in the wake of the widespread WannaCry ransomware attack that has inflicted hundreds of thousands...more

FINRA T+2 Rules Are Approved

In May 2017, in Regulatory Notice 17-19, FINRA announced the SEC approval of a variety of its proposed rule amendments relating to the upcoming move of the U.S. securities markets to the T+2 settlement cycle....more

Day 15 of One Month to Better Compliance Through HR-Employment Separation Issues [Video]

by Thomas Fox on

Employment separation and layoffs can present some unique challenges for the compliance practitioner. Employees can use layoffs to claim that they were retaliated against for a wide variety of complaints, including those for...more

SEC Amends Crowdfunding Rules

Under the Jumpstart our Business Startups Acts of 2012 (the “JOBS Act”), the Securities and Exchange Commission (the “SEC”) adopted rules allowing for securities-based crowdfunding in 2015. The JOBS Act required the SEC to...more

SEC Warns of Ransomware Attacks

The U.S. Securities and Exchange Commission is asking broker-dealers, investment advisers and funds to redouble their cybersecurity efforts in wake of the global cyber-attack of the WannaCry virus that has spread to more than...more

In Case You Missed It - Interesting Items for Corporate Counsel - May 2017

by Stoel Rives LLP on

The SEC has been relatively quiet since November because it has been without a chair or a full board. At least one of those issues was resolved last week when Jay Clayton was sworn in as the SEC Chair. See here. Nine...more

Changes to Corporate Criminality Offences in the UK Cause Corporate Dealmakers to Review Acquisitions

by Latham & Watkins LLP on

Proposed changes to corporate criminal offending should cause corporate dealmakers to review the scope of acquisition diligence, particularly in light of the UK Serious Fraud Office’s (SFO’s) increasing use of deferred...more

NASAA adopts statement of policy to usher in e-delivery and e-signature for non-traded offerings

by DLA Piper on

Under an initiative approved last week by the membership of the North American Securities Administrators Association (NASAA), sponsors, issuers, broker-dealers and others involved in the offer and sale of shares of non-traded...more

Dual-Class Stock and Private Ordering: A System That Works

Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more

Appraisal Rights in Maryland

by Miles & Stockbridge P.C. on

With the recent focus on appraisal rights in the Delaware Court of Chancery, it was only a matter of time before a Maryland court took up the issue. Although originally authored in April 2016, the Circuit Court for Baltimore...more

Is There A “Revlon Duty” In California?

by Allen Matkins on

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere. One such case is Revlon, Inc. v. MacAndrews &...more

UK Investment Managers: Any Reason to be Frightened by Brexit?

by Dechert LLP on

The UK investment management industry is, from a variety of perspectives, an important industry. With the Brexit clock now ticking, is there huge uncertainty ahead or is the industry largely secure? Can investment managers...more

Financial Services Weekly News - May 2017 #3

by Goodwin on

Editor's Note - The Dual Banking System is Working. In the April 26 edition of the Roundup, we noted that the Conference of State Bank Supervisors (CSBS) had sued the Office of the Comptroller of the Currency (OCC),...more

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