News & Analysis as of

Investment Advisers to Plans May Be Required to Deliver "Disclosure Guide" Under ERISA

On March 12, 2014, the U.S. Department of Labor (the DOL) issued a proposed amendment (the Proposed Amendment) to its final regulations (the Final Regulations) under Section 408(b)(2) of ERISA (commonly referred to as the...more

Offshore Disclosure: What Needs To Be Disclosed? A Checklist

The following is a list of questions that should lead to the discovery of offshore assets, whether properly reported or not. If you answer yes to any of these questions, then you may have filing obligations and should seek...more

Junior Mining: OSC Issues Guidance On MD&A Disclosure

On February 6, 2014, the Ontario Securities Commission (“OSC”) released OSC Staff Notice 51-722 Report on a Review of Mining Issuers’ Management’s Discussion and Analysis Guidance (the “Report”). The Report summarizes the...more

Merger And Acquisition Due Diligence And Voluntary Disclosures

The Justice Department and the SEC continue the drumbeat encouraging companies to voluntarily disclose potential FCPA violations. Of course, the reason for their position is obvious – they want to know about every violation,...more

"Government Affairs and Government Procurement: Pressure to Comply Continues to Grow in 2014"

With increased attention to transparency in corporate political spending, disclosure of so-called “dark money” and a new rule for municipal advisors, corporations and other organizations active in government affairs or...more

Cybersecurity and the duty of care: a top 10 checklist for board members

Visibility on information security, including cybersecurity as well as physical security aspects, is increasingly permeating corporate life. The relatively new SEC requirements for public disclosure of cybersecurity...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

"Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014"

The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more

The Relationship Between Sarbanes-Oxley And FCPA Compliance

Ten years ago, Sarbanes-Oxley was the focus of compliance and corporate governance reform. Sarbanes-Oxley was enacted in response to major corporate scandals involving financial reporting fraud and accounting...more

Weekly Law Resume - January 2014: Defamation – Torts – Privacy Rights – California’s “Shine the Light” Law

David Boorstein v. CBS Interactive, Inc. - Court Of Appeal, Second Appellate District (December 19, 2013) - In 2003, California passed the “Shine the Light” law (“STL”), in Civil Code Section 1789.83. This allows...more

New C&DIs Regarding ‘Bad Actor’ Beneficial Ownership (Rule 506)

The staff of the SEC's Division of Corporation Finance recently published additional "Compliance and Disclosure Interpretations", starting at 260.28, relating to the bad actor disqualification in Rule 506 under the Securities...more

New Year Opens With Demise Of The NLRB’s “Poster” Rule And Further Delay For The DOL’s “Persuader” Rule

While 2014 is by most accounts predicted to be a robust regulatory year for the National Labor Relations Board (“NLRB”) and the Department of Labor (“DOL”), the initial start has commenced with only a sputter. Effectively...more

Are You a Foreign Private Issuer?

As part of its long-standing policy to encourage foreign companies to access the U.S. capital markets, the United States Securities and Exchange Commission (SEC) historically has made significant regulatory accommodations to...more

New Rule 506 FAQs: 20% Beneficial Owners, 506(e) Disclosure

As we’ve described previously, new Rule 506(d) imposes a number of bad actor disqualifications on certain persons that are associated with the issuer, including officers, directors, and 20% beneficial owners. On January 3,...more

Privacy & Cybersecurity Update - December 2013

In This Issue: - European Commission Proposes Changes to the US-EU Safe Harbor: In our November Privacy & Cybersecurity Update,1 we reported that the European Commission was undertaking a review of the U.S.-EU...more

e-Disclosure - A guide to your obligations

Developments in technology have revolutionised the way in which business is conducted. The increasing use of cloud services, mobile devices and social media have led to a dramatic rise in the volume of day-to-day business...more

CFPB Issues Fall 2013 Regulatory Agenda

On December 3, 2013, the Consumer Financial Protection Bureau (“CFPB”) released its semi-annual update to its rulemaking agenda. The fall 2013 agenda covers rulemaking that the CFPB is continuing to work that are mandated by...more

FINRA Issues New Rules on Securities Borrowing, Customer Protection and Callable Securities

On December 4, the Securities and Exchange Commission approved rules proposed by the Financial Industry Regulatory Authority regarding securities loans and borrowings, permissible use of customers’ securities, and callable...more

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation...more

SEC Staff Provides Clarification of Scope of Bad Actor Disqualification

The staff of the Securities and Exchange Commission’s Division of Corporation Finance published “Compliance and Disclosure Interpretations” (CDIs) on Wednesday, December 4, 2013, that provide important clarification regarding...more

New Rule 506 C&DI’s Require Some Explaining

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

Financial Services Bulletin: Action At The CFTC And CFPB

CFTC Proposes Registered Futures Association Membership Rules - On Friday, November 8, 2013, the Commodity Futures Trading Commission (the "CFTC") proposed amending its regulations to require that all persons...more

SEC Provides Interpretations on Rule 506(c)

As we’ve previously blogged, in July 2013 the SEC adopted rules that permit general solicitation and general advertising in connection with certain offerings of securities to accredited investors. Yesterday, to help the...more

SEC Issues 11 C&DIs On Rule 144A and Rule 506(c)

On November 13, 2013, the SEC issued 11 new Compliance & Disclosure Interpretations regarding Rule 144A and Rule 506(c). As with previous C&DIs, many of the new ones confirm positions that the SEC has already taken in other...more

The Qualified Quiet Disclosure: Operating Outside Of The IRS Offshore Voluntary Disclosure Initiative

Individuals with previously undisclosed foreign assets and/or income have a variety of options to become compliant with the IRS, with two avenues for resolution being the most common: Qualified Quiet Disclosure and the...more

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