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Securities Updates

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

SEC and Staff Issue Welcome Guidance Introducing Flexibility and Practicality to Pay Ratio Rules

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release on the pay ratio disclosure requirements in Item 402(u) of Regulation S-K, and the staff of the Division of Corporation...more

Northern District Of California Dismisses Securities Fraud Suit Against Dynavax, Finding That Allegations Regarding Disclosure...

by Shearman & Sterling LLP on

On September 12, 2017, United States District Judge Yvonne Gonzalez Rogers of the United States District Court for the Northern District of California dismissed without prejudice a consolidated putative class action against...more

New Jersey Federal Court Extends Coverage of Merged Bank's D&O Liability Insurance Policy To Surviving Bank

by Shearman & Sterling LLP on

On September 18, 2017, Judge John Michael Vazquez of the U.S. District Court of New Jersey granted summary judgment in favor of plaintiffs BCB Bancorp, Inc. (“BCB”) and the former directors and officers of Pamrapo Bancorp,...more

New SEC Pay Ratio Disclosure Guidance

As everyone knows by now, the SEC amended Item 402 of Regulation S-K, as required by the Dodd-Frank Act, to state that all companies required to provide executive compensation disclosure under Item 402(c) of Regulation S-K...more

Relief for Hurricane Victims

by Ary Rosenbaum on

Thanks to the damage caused by Hurricane Harvey and Hurricane Irma, the Internal Revenue Service (IRS), Department of Labor (DOL), and the Pension Benefit Guaranty Corporation (PBGC) have granted extensions of certain...more

Cyberattacked: The SEC Joins the Club

by Bracewell LLP on

On September 20, the Securities and Exchange Commission announced that its system for electronic filing for public company disclosures, EDGAR, was compromised last year and that hackers may have used exposed information for...more

2018 Dutch Tax Plan - changes to Dutch dividend withholding tax

by DLA Piper on

The Dutch Ministry of Finance has published the 2018 Budget and, in connection with it, the 2018 Tax Plan. The 2018 Tax Plan contains a number of already anticipated changes to Dutch tax legislation effective as of January 1,...more

CMA’s new guidelines give clarity for smaller and non-overlapping mergers

by Bryan Cave on

On 5 September 2017, the CMA released new guidance regarding its Mergers Intelligence Function and the informal guidance it can give parties who are considering whether to submit their merger for formal deliberation by the...more

Binary Options And Securities Regulation

by Allen Matkins on

Recently, the North American Securities Administrators Association (NASAA) updated and expanded its 2015 advisory warning investors about online binary option schemes. NASAA offers the following explanation of “binary...more

Southern District Of New York Allows Putative Securities Fraud Class Action To Proceed Against Company That Pleaded Guilty To FCPA...

by Shearman & Sterling LLP on

On September 19, 2017, Judge Andrew L. Carter, Jr. of the United States District Court for the Southern District of New York allowed a putative securities fraud class action to proceed against VEON Ltd. (“VEON”), a...more

Legal Advice Not Enough for Adviser to Avoid SEC Sanctions

by Dorsey & Whitney LLP on

Undisclosed conflicts of interest have been a key focus of OCIE exams of investment advisers. Those undisclosed conflicts have resulted in a series of enforcement actions against advisers. ...more

ICOs are more than a token gesture: an assessment of some of the key considerations for issuers of and investors in ICOs

by DLA Piper on

With total amounts raised in initial coin offerings (ICOs) this year exceeding US$2 billion and a number of sales coming forward each month, there is an understandable interest in the operation of this new phenomenon....more

China moves to limit activities relating to ICOs and Cryptocurrencies: game over or level up?

by Hogan Lovells on

On 4 September 2017, the People's Bank of China ("PBOC") and six other government agencies issued the Statement on Preventing the Risks of Fund Raising through Initial Coin Offerings (the "ICO Statement"), declaring that...more

FINRA Fines Morgan Stanley For Supervision Failures

by Dorsey & Whitney LLP on

The Commission has brought a series of enforcement actions against investment advisers centered on fees. In a number of instances the issue was whether the clients were put into programs where the fees charged were the most...more

Canada Confirms Tokens May Be Securities and Pacific Coin Is the Test

by Morrison & Foerster LLP on

The list of jurisdictions that are silent on the question of whether blockchain tokens may be securities has grown smaller. Less than a month after the U.S. Securities and Exchange Commission (SEC) and the Monetary...more

Form ADV Amendments: Ready to Go?

As summer recedes and we head into the autumn, investment advisers are in the home stretch of preparations for Form ADV reporting and disclosure changes that become effective October 1, 2017. The amendments, which were...more

ISS Announces Results of 2018 Benchmark Voting Policy Survey

ISS released the results of its annual global benchmark voting policy survey. ISS received 602 total responses to this year’s survey, of which 129 were from institutional investors and their organizations, representing an...more

Compliance into the Weeds-Episode 55, the Telia FCPA Enforcement Action

by Thomas Fox on

In this episode, Matt Kelly and I take a deep dive into the Telia FCPA enforcement action. It is the largest FCPA fine ever, coming in at $965MM. The breadth and scope of Telia’s illegal conduct was about as far-ranging as...more

SEC Issues Pay Ratio Guidance

by Shearman & Sterling LLP on

With the first required pay ratio disclosures only a few months away, the Commission, on September 21, 2017, issued an interpretative release intended to assist registrants in their compliance efforts. The guidance in the...more

California Court Applies “Tracing” Requirement to ETF Shareholders Who Sue under Section 11

A California state court held that shareholders of exchange-traded funds (ETFs) have standing to sue under Section 11 of the Securities Act of 1933 (“1933 Act”) for an alleged prospectus misstatement only if they can trace...more

Auditor Independence No-Action Relief Extended

In a letter dated September 22, 2017, the SEC staff agreed to extend previous relief that enables registered fund groups to fulfill regulatory requirements under Regulation S-X if the accounting firm auditing the funds’...more

At Last! Relaxation of Federal Securities Regulations for Private Company Stock Incentive Awards may be on the Horizon

Many privately held companies rely on equity compensation awards (typically stock options) to recruit, retain and motivate key employees and other service providers. The issuance of such equity compensation awards generally...more

Day 17 of One Month of Innovation in Compliance-Using Employees to Innovate

by Thomas Fox on

How do you tap into your largest resource of innovation for your compliance program, which is of course your employee base? ...more

Municipal Securities Market Gets Guidance From MSRB On Avoiding Selective Disclosures

by Fox Rothschild LLP on

The Municipal Securities Rulemaking Board recently issued a Market Advisory on selective disclosure in the municipal market that merits attention. MSRB is a self-regulatory organization established by Congress to regulate...more

New Developments on the Scope of the Registered Investment Adviser Exemption under Section 16 of Exchange Act

by Proskauer Rose LLP on

Hedge funds and other private investment funds can take advantage of the exemption for registered investment advisers (RIAs) under Exchange Act Rule 16a-1(a)(1)(v), the "RIA Exemption." While the exemption can be helpful, it...more

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