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

China Halts ICOs and Token Sales and China-Based Trading Platforms Suspend Trading Amid Reports of Additional Government...

by Perkins Coie on

The government of the People’s Republic of China (PRC) has formally announced a suspension to all ICOs and token offerings and financing activities by releasing two notices, namely, the Notice of Seven Ministries Including...more

California District Court Denies Dismissal Of Securities Fraud Class Action, Finding Public Information Is Not Immaterial As A...

by Shearman & Sterling LLP on

On September 6, 2017, Judge Andrew J. Guilford of the Central District of California denied motions to dismiss a putative securities class action asserting claims under Section 10(b) and 20(a) of the Securities Exchange Act...more

Proposed Legislation May Afford Broader Use of Regulation A

Earlier this month, the House of Representatives approved in a landslide vote the Improving Access to Capital Act (HR 2864), which would extend the use of Regulation A, an exemption from registration under the Securities Act,...more

Equity Incentive Plans targeted by Plaintiffs’ New Theory on Section 16 Short-Swing Profit Liability

by Bryan Cave on

Securities and executive benefits attorneys and public companies that maintain equity incentive plans should be aware of a new theory of recovery under the “short-swing profit rule.” Plaintiffs’ attorneys have recently...more

Review Of Special Litigation Committee Recommendations

by Allen Matkins on

Yesterday’s post limned the Nevada Supreme Court’s adoption of New York’s Auerbach standard of review for special litigation committee recommendations. In re Dish Network Derivative Litigation, 133 Nev. Adv. Op. 61 (2017). ...more

CFIUS Continues to Present an Obstacle to Chinese Acquisitions

by Ropes & Gray LLP on

On September 13, 2017, President Donald Trump issued an Executive Order blocking investment firm, Canyon Bridge Capital Partners Inc. (“Canyon”), from acquiring Lattice Semiconductor Corporation (“Lattice”). President Trump’s...more

Capital Formation Bills Advance in the Senate

Last week, the Senate passed three bipartisan bills that promote access to capital for small businesses and startups. The Senate bills, the House corollaries of which originally passed on March 9, 2017, include the...more

Tips on Using the Remainder of 2017 to Prepare for the 2018 Proxy Season

With the 2017 proxy season over for most companies, attention now turns to preparing for 2018. There are a number of compliance "musts" to focus on, as well as items that can be addressed in 2017 to make the 2018 proxy season...more

Venture Capital Valuations

In a recent paper, “Squaring Venture Capital Valuations with Reality,” authors Will Gornall and Ilya A. Stebulaev review and consider valuations for a sample of unicorns. The valuations are on average 49% above fair value...more

Filed v. Furnished, What’s the Difference?

by Sullivan & Worcester on

When disclosing information in a filing with the SEC, it is important to know whether such disclosure and any related exhibits should be "filed" or "furnished". To non-lawyers, this may seem like semantics or another...more

The Financial Report, Vol. 6, No. 17

by DLA Piper on

The juxtaposition of items in the financial news is always fascinating. Earlier this week, an article appearing in the Wall Street Journal stated that state legislatures are moving to bolster investor protections due to...more

California District Court Dismisses Securities Fraud Class Action, Finding News Reports Insufficient To Support A Claim Absent...

by Shearman & Sterling LLP on

On September 6, 2017, Judge Fernando M. Olguin of the Central District of California granted in part and denied in part a motion by defendants to dismiss a putative securities fraud class action against Goldcorp, Inc., a gold...more

A Video Plus a Sinatra Song Attracted Investors for Fraudster

by Dorsey & Whitney LLP on

A Wall Street office; a youtube.com video; Frank Sinatra singing New York New York. These were the keys to building an apparently successful commodity trading business that attracted clients – at least for a while. ...more

Key Texas M&A Issues (Presentation)

by Jackson Walker on

Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more

Day 12 of One Month of Innovation in Compliance-Real Time v. Right Time Monitoring

by Thomas Fox on

If it is not clear already this month, innovation does not simply come from a technical or even service perspective but can improve your compliance program from a wide variety of perspectives. We have considered a variety of...more

Compliance Man Goes Global-Episode 1

by Thomas Fox on

I welcome you to a new series entitled Compliance Man Goes Global podcast of Compliance Report-International Edition. I am joined by Tim Khasanov-Batirov, a compliance practitioner who focuses on high risk markets for 17...more

Snap Judgment: Unicorns Under Pressure and Addressing Risks of Private Lawsuits

The recent IPOs of Snap, Inc. and Blue Apron indicate that while the IPO pipeline continues to flow, there may be a cautionary tale for “unicorns” – venture-backed companies with estimated valuations in excess of $1 billion....more

EuVECA and EuSEF amended: another opportunity to succeed?

by DLA Piper on

On 14 September the European Parliament approved a revised version of the so-called EuVECA and EuSEF regulations. The Regulations no. 345/2013 on European venture capital funds (EuVECA) and no. 346/2013 on European social...more

FCPA Compliance Report-Episode 349-Eisinger and Pelletier on The Chickenshit Club

by Thomas Fox on

In this episode I visit with Jesse Eisinger, author of The Chickenshit Club and Paul Pelletier, one of his key sources. ...more

SEC Issues New C&DIs on Regulation A

On September 14, 2017, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued three new compliance and disclosure interpretations (“C&DIs”) addressing Regulation A offerings with a concurrent Exchange Act...more

MSRB Addresses Selective Disclosure

On September 13, 2017, the Municipal Securities Rulemaking Board (the “MSRB”) published a market advisory on selective disclosure (the “Notice”). The stated purpose of the Notice is to “increase awareness” of selective...more

SFC Obtains Disqualification and Court Orders Against Hanergy’s Former Chairman and Current Directors

by Latham & Watkins LLP on

The Court of First Instance’s decision has important implications for directors of listed companies when failing to act in the best interests of the company. Background - On July 15, 2015, the Securities and Futures...more

A Conversation with the Division Director

At the September 15, 2017 meeting of the American Bar Association, the Director of the Division of the SEC’s Corporation Finance provided some comments regarding the Division’s work and priorities. Mr. Hinman reiterated the...more

Amendments to Connecticut Business Corporation Act Effective October 1, 2017

by Murtha Cullina on

Public Act No. 17-108, titled An Act Concerning Limited Liability Companies and Business Corporations (the "Act"), has amended the Connecticut Business Corporation Act ("CBCA"). Effective October 1, 2017, the Act amends the...more

CEO Pay Ratio Rule Will Not Be Delayed

by Dorsey & Whitney LLP on

At last Friday’s ABA annual meeting, Bill Hinman (with the standard disclaimer that he is speaking for himself and not on behalf of the SEC) confirmed that the SEC will not be delaying implementation of the CEO pay ratio...more

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