In this issue:

- FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications

- SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule”

- NFA Members Must Provide Suspicious Activity Reports to NFA Upon Request

- CFTC Certifies Available-to-Trade Determinations

- FinCEN Issues MSB Guidance for Bitcoin Miners, Investors and Software Developers

- Second Circuit Upholds Insider Trading Claim for Unregistered Securities

- Shareholder Derivative Suit Dismissed for Failure to Show Demand Futility

- Excerpt from Shareholder Derivative Suit Dismissed for Failure to Show Demand Futility:

The Supreme Court of the State of New York, County of New York recently dismissed a shareholder derivative suit on behalf of Travelzoo, Inc. because plaintiff shareholder failed to plead that demand on the board to sue would be futile. In 2009, Travelzoo, a global internet company, sold its Asia Pacific division to its then-chairman, founder and majority shareholder, Ralph Bartel, for $3.6 million. According to Travelzoo’s public filings, Bartel and Azzurro Capital, Inc.—a company owned 100% by Bartel—controlled the company and elected each of its board members at the time of the sale. Plaintiff’s claim alleged breach of fiduciary duties and unjust enrichment arising out of the sale.

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