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

The SFC’s Guidance on Corporate Transactions and the Use of Valuations

by Latham & Watkins LLP on

The SFC has become increasingly concerned that some listed companies are acquiring or selling assets at improperly assessed prices, resulting in losses to listed companies and their shareholders. Summary - The...more

Michigan Supreme Court Clarifies Statute of Limitations for Shareholder/Member Oppression Claims

by Miller Canfield on

When does the statute of limitations start running on claims for minority shareholder/member oppression under Michigan law? In its recent decision in Frank v. Linkner, a unanimous Michigan Supreme Court answered that...more

California Judge Troubled By Trulia Refuses To Approve Settlement

by Allen Matkins on

Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done? According to Kevin, “deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts”. He...more

Amendments to the German Corporate Governance Code for 2017 Published and In Force

by Jones Day on

On 24 April 2017, the Corporate Governance Committee established by the German Federal Government (Regierungskommission Deutscher Corporate Governance Kodex) officially published various amendments to the German Corporate...more

SEC Takes Action: Results of Under-Disclosing Executive Perks

by King & Spalding on

The Securities Exchange Commission (SEC) investigation of and the action taken against MDC Partners Inc. (“MDC”) and its former Chief Executive Officer, Miles S. Nadal (“Nadal”), underscore the importance of proper disclosure...more

SEC Halts A “Safe,” “High Return” Investment Scheme

by Dorsey & Whitney LLP on

When the returns are far above market and the investment is safe and carries little to no risk, more likely it fits into the not to be believed category. Yet time after time investors flock to investment programs supposedly...more

Demand-Side of IPOs

Earlier this month Rick A. Fleming, Investor Advocate at the Securities and Exchange Commission, gave a speech in which he discussed the impact that shrinking public markets have on investor participation. Mr. Fleming noted...more

The Financial Report, Volume 6, Number 9

by DLA Piper on

US financial regulators discuss Volcker Rule. CNBC reported that US financial regulators are tackling one of Wall Street’s biggest concerns by discussing the Volcker Rule governing banks’ proprietary trading. Rich Foster,...more

The Financial Report, Volume 6, Number 8

by DLA Piper on

International Monetary Fund reviews top threats to markets and banks. The Wall Street Journal reported on the IMF’s warning that high corporate leverage could threaten financial stability as the Federal Reserve raises...more

Complete Revision of German Securities Trading Act Passed German Parliament

by Jones Day on

On 30 March 2017, the German Parliament (Bundestag) finally approved a complete revision of the German Securities Trading Act (Wertpapierhandelsgesetz) as part of the Second Financial Markets Reform Act (2....more

FCA Announces Review on Availability of Information Before IPO

by Jones Day on

May 2017 On 1 March 2017, the FCA published a consultation paper proposing a number of policies aimed at improving the information made available to investors during the initial public offering ("IPO") process. The paper also...more

Limitation of Corporate Loss Carryforward Affecting Only Particular Share Transfers Declared Unconstitutional

by White & Case LLP on

The Federal Constitutional Court of Germany held that the forfeiture of tax loss carryforwards under Sec. 8c para. 1 sent. 1 CITA is inconsistent with the principle of equal treatment pursuant to German Constitutional Law....more

Fake News, Fake Tender Offer, Yields SEC, DOJ Charges

by Dorsey & Whitney LLP on

The Commission brought an enforcement action, in conjunction with the Manhattan U.S. Attorney’s Office, charging Robert Murray with conducting a fake tender offer using fake news. The purpose was to manipulate the share price...more

A Step in the Right Direction: IRS Rules on North-South Spinoffs

The Internal Revenue Service (IRS) recently released guidance on certain “north-south” spinoff transactions. Generally, a “north-south” transaction consists of a transfer of property from a shareholder to a corporation close...more

Thwarting Shareholder Activism Through Engagement

As the 2017 proxy season draws to a close for most companies, it is obvious that shareholder activism remains alive and well, though the actual number of public activist campaigns appears to have tapered off slightly as...more

Shareholder Rights Directive: Parliament Resolution at First Reading to Adopt Directive

by Jones Day on

On 14 March 2017, the European Parliament resolved to adopt the Commission's proposal to amend the Shareholder Rights Directive. The amendments approved by Parliament include...more

Delaware Chancery Court Holds That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On May 15, 2017, Vice Chancellor Sam Glasscock III of the Delaware Chancery Court dismissed a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached their duty of...more

First Circuit Affirms Dismissal Of Putative Securities Class Action, Finding Public Disclosures Precluded Any Finding Of Intent To...

by Shearman & Sterling LLP on

On May 12, 2017, the United States Court of Appeals for the First Circuit affirmed the dismissal of a putative securities class action against biopharmaceutical company Biogen Inc. and three of its officers. In Re: Biogen...more

Corporate and Financial Weekly Digest - Volume XII, Issue 19

BROKER-DEALER - FINRA Requests Comment on Rules Governing Employees’ Outside Business Activities - On May 15, as part of a new review, the Financial Industry Regulatory Authority requested public comment on the...more

Bridging the Week - May 2017 #4

Innocuous Changes in CME Group Globex Rule Could Inadvertently Increase Potential FCM Liability Bigly: CME Group announced amendments to its rule related to Globex order entry that will affirmatively require all persons that...more

More Bond Traders Sued By The SEC For Alleged Fraudulent Misrepresentations Relating To MBS Prices

by Shearman & Sterling LLP on

On May 15, 2017, the Securities and Exchange Commission sued two commercial mortgage backed securities (“CMBS”) traders for securities fraud allegedly committed while buying and selling CMBS on behalf of a large broker-dealer...more

SEC, Cooperman Settle Insider Trading Claims

by Dorsey & Whitney LLP on

The Commission settled its hotly contested insider trading case against well-known hedge fund manager, Leon Cooperman. SEC v. Cooperman (E.D. Pa. Filed Sept. 21, 2016)....more

Legislation Relating to Capital Formation

As the 115th United States Congress is currently in session, a number of bills designed to promote capital raising for companies have been introduced in both the House and the Senate. In the last two months, both the House...more

In Case You Missed It: Launch Links - May, 2017 #2

by WilmerHale on

Some interesting links we found across the web this week: Venture Capital Funding for Cleantech Still Looks Pretty Grim The startup world at large is looking for a rebound after a down year in 2016, but if the Brookings...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

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