Securities General Business

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The Difference Between Being Right and Doing Right

Not long ago I wrote about the Securities and Exchange Commission’s recent enforcement actions against companies that include pretaliation clauses in their employment contracts. I posted the article online, and one compliance...more

Uncertain Seas: European Financial and Regulatory Developments into 2017

Charting New and Dangerous Waters - Lloyd George and Epictetus may be long gone but their words have much resonance with the events of 2016. The political fallout from the UK’s vote to leave the European Union (“EU”)...more

Law Firm Data Breaches Demonstrate the Expanding Scope of Cyber Attacks

In a case of “cyber meets securities fraud,” the United States Attorney’s Office for the Southern District of New York (“SDNY”) recently indicted three foreign nationals on charges of insider trading, wire fraud, and computer...more

Recidivism Under the FCPA: Zimmer Biomet

Last week Zimmer Biomet Holdings, Inc. paid a high price for its and its predecessors failure to comply with the terms and conditions of 2012 Deferred Prosecution Agreement (the “2012 DPA”). Biomet, having originally paid $23...more

Your Daily Dose of Financial News

Ratings Agency Moody’s Corp. has agreed to pay roughly $864 million to resolve federal and state claims that it gave juiced ratings to risky MBS in the run-up to the financial crisis. Half of the total will end up in DOJ...more

Supreme Court to Review SEC Enforcement Limitations

On Friday, January 13, the Supreme Court granted certiorari to resolve a Circuit split on the extent to which SEC enforcement actions are restricted by the five-year statute of limitations in 28 U.S.C. § 2462. Section...more

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more

The Financial Report, Volume 6, Number 1 - January 2017

As we enter our sixth year of publication, I am reminded of the old curse (or is it a blessing?), “may you live in interesting times.” Before our next edition is published, a new President will be seated in the Oval Office...more

Insider Trading in the E.U. and U.S. Markets – An Ocean Apart?

With increasing momentum towards global regulatory convergence – driven predominantly by G20 commitments – it is noteworthy that some important (and practically significant) distinctions remain between the market conduct...more

U.S. District Court Upholds CLO Risk Retention Rule

Investment managers that wish to manage newly formed CLOs will need to have sufficient capital to retain the risk they are required to retain under the Rule. On December 22, 2016, the U.S. District Court for the District...more

Your Daily Dose of Financial News

The emissions cheating scandal that recently cost VW $4.3 billion and a mess of criminal indictments isn’t, it seems, confined to the Germans. We heard months ago about a similar probe into Mitsubishi, and yesterday we...more

Port Authority of New York and New Jersey to Settle SEC Disclosure Law Violations - Agrees to Admit Wrongdoing and Pay Penalty for...

The U.S. Securities and Exchange Commission (SEC) announced on Jan. 10, 2017, that the Port Authority of New York and New Jersey (Port Authority) agreed to admit wrongdoing and pay a $400,000 penalty in connection with...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - Prohibition on Dealing or Investing in Industrial or Commercial Metals - On January 3, 2017, the Office of the Comptroller of the Currency (the "OCC") finalized a rule that...more

Cybersecurity Still Top FINRA Operational Risk

On January 4, the Financial Industry Regulatory Authority (FINRA) published its annual Regulatory and Examination Priorities Letter providing firms with information about areas FINRA plans to review in 2017 as well as...more

SEC’s 2017 Exam Priorities

OCIE released its 2017 exam priorities on January 12. The priorities list was most notable for being shorter than prior years. But that likely means only more focus, rather than less vigor....more

First Department Affirms Partial Dismissal of RMBS Repurchase Claims

On December 29, 2016, the New York Supreme Court, Appellate Division, First Department, in a 4-1 decision, affirmed a 2015 New York Supreme Court order dismissing certain claims in an RMBS action brought by Trustee U.S. Bank...more

Southern District Clarifies the Applicability of Section 316(b) of the Trust Indenture Act to Exchange Offers

Last year, plaintiffs successfully used an obscure provision of the 1939 Trust Indenture Act (the TIA) to challenge restructurings by Education Management, LLC (Marblegate) and Caesars Entertainment Operating Co. (Caesars)...more

Global Private Equity Newsletter - Winter 2017 Edition: Broker-Dealer Registration in the Private Equity Fund Adviser Context: How...

The U.S. Securities and Exchange Commission (SEC) announced on June 1, 2016, that Blackstreet Capital Management, LLC, a private equity fund advisory firm (BCM), and its owner had agreed to pay more than US$3.1 million to...more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Your Daily Dose of Financial News

The headline a few days ago was the arrest of VW exec Oliver Schmidt during an ill-advised trip to Miami last week. But the DOJ also indicted five other top executives over their role in VW’s emissions cheating scandal. No...more

Regulatory Update and Recent SEC Enforcement Actions

FINRA Bar Results from Assertion of Fifth Amendment Right against Self-Incrimination in Criminal Action - On October 5, 2016, the Financial Industry Regulatory Authority (“FINRA”) barred an indicted investment adviser,...more

The Tenth Circuit Rules SEC Administrative Judges Are Unconstitutional, Setting Up Potential Supreme Court Review

The constitutionality of the SEC’s in-house administrative proceedings is in doubt following the 10th Circuit Court of Appeals’ ruling in Bandimere v. SEC. In Bandimere, a three-judge panel held, by a 2-1 decision, that SEC...more

Your Daily Dose of Financial News

Some early signs of the focus of SoftBank’s “hugely ambitious” $100 billion investment fund are beginning to emerge, and at first blush, it appears a majority of the cash will land in private and public markets rather than...more

SEC Scores First Muni Issuer's Admission of Wrongdoing

The Port Authority of New York and New Jersey has admitted wrongdoing and agreed to pay a $400,000 penalty to settle SEC charges that it failed to adequately disclose project risks to investors purchasing $2.3 billion in...more

Late-Stage Private Placements

As we have reported in other blog posts, many successful privately held companies are able to raise funds from institutional investors at attractive valuations and defer their IPOs. While the exuberance regarding valuations...more

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