News & Analysis as of

Securities and Corporate Finance Alert: Equity Crowdfunding in Canada Q&A: What is the Current State of the Law?

There is some confusion in the Canadian financial and legal marketplace about the exact state of the law regarding equity crowdfunding. This confusion is understandable, given the fact that there have been a number of...more

This Week In Securities Litigation

The Commission responded to critics of its administrative proceedings this week, proposing changes to the Rules of Practice which govern them. If adopted the new rules would modify the time period within which the actions...more

Proposed amendments to report of exempt distribution

On August 13, 2015, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 45-106 Prospectus Exemptions and its Companion Policy. The proposed amendments seek to...more

Financial Regulatory Developments Focus - September 2015 #4

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

Integration of Private and Public Offerings 2015

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more

SEC Settles Microcap Fraud Scheme With Attorney, Two Audit Firms, Seven Auditors

Microcap fraud is a key part of the broken windows enforcement approach. One of the more significant actions brought in this regard is In the Matter of John Briner, Esq., Adm. Proc. File No. 3-16339 (Jan. 15, 2015). There the...more

Unwrapped: "Canadian Wrapper" amendments for cross-border securities offerings to sophisticated Canadian investors

Amendments to facilitate offerings - On September 8, 2015, certain amendments to the current Canadian securities regulatory regime came into effect to facilitate certain cross-border private placement offerings to...more

Cooperative System Legislation and Regulations Released: Fees, “Interface” and Transition Unresolved

On August 25, 2015, a revised consultation draft of the uniform provincial and territorial Capital Markets Act (CMA) and draft initial regulations under the CMA (Initial Regulations and, together with the CMA, the...more

SEC Files Offering Fraud, Microcap Fraud Actions

Microcap fraud and offering fraud cases are staples of SEC enforcement. The agency added to its totals in these areas, filing an additional offering fraud and microcap fraud action. SEC v. Mogler, Civil Action No. 15-cv-01814...more

SEC ALJ Dismisses Insider Trading Claims Based on Dirks-Newman

When the Second Circuit handed down Newman the SEC joined with the Manhattan U.S. Attorney seeking rehearing en banc and arguing that the case would significantly hinder insider trading enforcement. Many wondered if the...more

Case Note: Market Abuse Proceedings in the High Court

The judgment in The Financial Conduct Authority v. Da Vinci Invest Limited [2015] EWHC 2401 (Ch) was published on 12 August 2015, following a trial in front of Mr Justice Snowden. The case concerned allegations that the...more

NAIC Summer 2015 National Meeting (A)XXX Developments and Key Takeaways

A number of important developments in the regulation of (A)XXX reserve financing transactions ((A)XXX transactions) emerged during the NAIC Summer 2015 National Meeting (Summer Meeting). Our roadmap through the NAIC’s...more

Overcoming A Securities Overissue

I like to remind my colleagues that California has two securities laws. Neither of these laws applies exclusively to corporations or other entities organized under California law.  The Corporate Securities Law of 1968, Cal....more

Blog: SEC Reduces Fee Rates For Fiscal 2016

The SEC has announced that the fee for registration of securities and certain other transactions in fiscal 2016 will be $100.70 per million dollars. Under Dodd-Frank, the annual rate changes must take effect on the first day...more

SEC Adopts Regulation A+

Newly adopted exemption to securities registration requirements may offer new capital raising opportunities for developing companies - A company that seeks to raise capital by offering or selling securities to potential...more

Without Prejudice - Vol 15 No 7, August 2015

According to the Preservation and Development of Agricultural Land Framework Bill of 2014, “agricultural land is the common heritage of all the peo-ple of South Africa and the Department of Agriculture, Forestry, and...more

"AIFMD Passport: Europe Must Try Harder"

On July 30, 2015, the pan-EU securities regulator, European Securities and Markets Authority (ESMA), published two papers covering the application of the marketing “passport” under the Alternative Investment Fund Managers...more

EU Securities Financing Transactions Regulation––Shining a Light on Shadow Banking

On June 29, the Council of the European Union announced that its Permanent Representatives Committee (Coreper) approved a final compromise text of the proposed regulation on reporting and transparency of securities financing...more

CFTC/SEC Jurisdictional Battle Heats Up Over Dividend Indices

The CFTC recently approved a futures contract on a dividend index as a non-security based index futures contract over the SEC’s objection that the dividend index contract could be a security future; the CFTC’s actions may...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Russian Legislation Update

In this issue: - Corporate: Civil Code Reform, Model Company Charters - Rating Agencies - Import Substitution - Currency Control - Banking - Excerpt from Corporate: Civil Code Reform: On 29 June 2015...more

California Reverts To Former Securities Anti-Fraud Statute

Readers of this blog will recall my chariness of a 2013 amendment to California’s basic securities anti-fraud statute.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t...more

Teaching An Old Dog New Tricks: Regulation A+ - Final Rules Amending Regulation A And the Creation of a Viable Small Issues...

Early Indications of market impact from Regulation A+ - Historically, Regulation A has been the poor cousin of the Securities Laws exemption from full-blown registration requirements, rarely used. Since the modifications...more

Making Foreign Investment In Thailand

The Kingdom of Thailand is a sovereign country (514,000 sq. km) located in South-East Asia bordered by Burma in the north and west; Laos to the north and east; Cambodia to the east; and Malaysia to the south. It has...more

Last Madoff Employee Sentenced to Prison

The former Controller at Bernard L. Madoff Investment Securities LLC was sentenced following the entry of guilty pleas in 2012. He is the last of the Madoff employees to be sentenced to prison. U.S. v. O’Hara, Case No....more

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