Investor Protection

News & Analysis as of

Developments in SEC Private Company Enforcement: Sophisticated VC’s in the Role of Victim

The announcement that San Francisco private company Hampton Creek faces an SEC inquiry related to their alleged “buyback” program of vegan mayo comes as no shock... As soon as the facts were initially reported it seemed only...more

“Risk Retentionizing” Your CLO: A Post-Effective Date Guide to Risk Retention Compliance

Over the last year and a half, asset managers of collateralized loan obligations (“CLO Managers”) have been focused on developing various strategies to enable them to comply with the retention requirements of the final U.S....more

Practice Pointers on Non-GAAP Financial Measures

On June 27, 2016, Securities and Exchange Commission (“SEC”) Chair Mary Jo White, speaking at the International Corporate Governance Network’s Annual Conference in San Francisco, reiterated the SEC’s growing concern regarding...more

Open-ended property funds: a fund-amental mismatch?

On 4 July 2016, Standard Life Investments suspended trading as a result of investors flooding the gates for redemptions. Several other funds such as M&G and Aviva Investments followed suit throughout the same week. The...more

ESMA Advice Extending the AIFMD Passport: Including the United States, Hong Kong, Singapore and Switzerland

On 18 July 2016 the European Securities and Markets Authority (ESMA) published its advice to the European Parliament, the Council and the Commission on the application of the Alternative Investment Fund Managers Directive...more

ESMA Publishes Further Advice on the Application of the AIFMD Passport for Non-EU Jurisdictions

The European Securities and Markets Authority (“ESMA”) published further advice to the European Parliament, Council and Commission on the extension of the AIFMD passport for non-EU jurisdictions on 18 July 2016. Key...more

Argentina: From International Market Isolation to Promising Opportunities for Investors

Argentina is keen to attract foreign investment. Not only has it recently implemented a series of economic measures, but it has also made changes to its legal framework including the enactment of a new arbitration regulation,...more

Anatomy of a Term Sheet: Series A Financing (Q2 2016)

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

Financial Services Quarterly Report - Second Quarter 2016: MiFID II: Key Considerations for Asset Managers

The Council of the European Union on 13 May 2014 formally endorsed a new regulatory regime that will replace the current Markets in Financial Instruments Directive (MiFID), which has been in force since 2007. The new...more

Simpler or simplistic? The Prospectus Regulation

The European Commission has continued in its drive towards a European Capital Markets Union by proposing measures in the Prospectus Regulation which it hopes will revamp the current prospectus regime. We are told that...more

D.C. Circuit Rejects Challenge to SEC Regulation A+

The Commission prevailed in the D.C. Circuit which rejected a challenge to Regulation A+. Petitioners, the chief security regulators for Massachusetts and Montana argued that the SEC’s rules were contrary to the Supreme...more

FINRA Proposes Initial Round of Amendments to Communications Rules

In May 2016, FINRA filed with the SEC proposed revisions to its communications rules that include a few substantive revisions to existing rules, ease some burdensome filing requirements, and leave the door open for future...more

Kingdom of Saudi Arabia: Capital Market Authority Amends, Clarifies Listing Rules

Domestic issuers will welcome the amendments as they largely clarify or formalize existing CMA practices. Introduction - Further to the continuous efforts of the Capital Market Authority (the CMA) in the Kingdom of...more

Private equity in Italy: market and regulatory overview

How do private equity funds typically obtain their funding? Private equity funds continued to have a diverse investor base in 2015. Although with a significant decrease from the 2014 figure of 68%, about 48% of the...more

401(k) Plan Sponsors and Fiduciaries Face an Alarming Number of Stable Value Fund and Other Class Action Lawsuits

In the last several months, plaintiffs have filed multiple class action lawsuits against plan sponsors, plan fiduciaries and stable value fund providers. These lawsuits, which have involved 401(k) plans sponsored by large...more

International Investment Arbitration in Latin America: Year in Review 2015

International investment arbitration – also known as investment treaty arbitration or investor-State arbitration – is a procedure whereby foreign investors may seek a binding adjudication of claims against host States that...more

“It’s Not a Culture War” – Yet?

On May 23, 2016, at FINRA’s annual conference in Washington, D.C., Richard Ketchum, FINRA’s chairman and CEO, delivered a speech that shed a little light on FINRA’s recent sweep letter relating to firm culture....more

SEC Waives Custody Rule Requirements for Certain Affiliated Sub-Advisers

Under the SEC Rule 206(4)-2, the “custody rule,” registered investment advisers with custody of client funds or securities are required to take a number of steps designed to safeguard those client assets. One such step is...more

Broker Compensation-Disclosure Rule Approved by the SEC

It is not uncommon for registered representatives to change broker-dealers over the course of their career. In most cases, their customers will typically switch firms as well, as they follow their representative to wherever...more

"SEC Issues Concept Release Seeking Feedback on Business and Financial Disclosure Requirements"

On April 13, 2016, the U.S. Securities and Exchange Commission (SEC) issued a concept release seeking feedback on ways to modernize the business and financial disclosure requirements of Regulation S-K. The 341-page release...more

Ketchum Clarifies How FINRA Will Assess a Firm’s Culture of Compliance

In an April 15, 2016 speech to the Brookings Institution, FINRA CEO Richard G. Ketchum addressed the fundamental question of whether the equity markets are sufficiently fair, flexible, and efficient to encourage the...more

SEC Takes Steps to Move Corporate Disclosure Into the 21st Century

On April 13, 2016, the Securities and Exchange Commission issued a concept release seeking input from the public on a broad range of questions about the disclosure requirements for periodic reports, with a view toward...more

Securities Enforcement Alert: SEC Increases Scrutiny of “Unicorns” and Other Private Companies and Secondary Market Trading of...

In an unprecedented one-day blitz, the Chair of the Securities and Exchange Commission was joined by the SEC Enforcement Director in events in Silicon Valley and San Francisco on March 31 focused on one message: the SEC is...more

A Compilation of Enforcement and Non-Enforcement Actions

Non-Enforcement - Remember to Update Your Risk Disclosure on an Ongoing Basis - The staff of the Securities and Exchange Commission (SEC) issued guidance reminding mutual funds, exchange traded funds, and other...more

Investment in Iran After Implementation Day

January 16, 2016, marked the Implementation Day that recognised the certification by the International Atomic Energy Agency that Iran had met its obligations under the July 2015 Joint Comprehensive Plan of Action (JCPOA), a...more

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