Investors

News & Analysis as of

Two important Italian rulings on right to withdraw from securities transactions

Two recent rulings establish important principles relating to a retail investor’s right of withdrawal from a securities transaction. In both cases an investor was seeking nullity of a loss-making (for the investor)...more

Gatekeepers For Preventing Fraud: Educated Investors

The halting of another offering fraud on Friday by the SEC has, unfortunately, become routine. Offering frauds in which promoters take the hard earned dollars of investors and give them rosy dreams and worthless pieces of...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs.

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: - The Cybersecurity...more

Security Interest v. License Agreement: Low Tech Precautions for the High Tech Investment

In this exciting age of startups, the market is brimming with opportunities for individuals and entities alike to invest in emerging companies. Today’s rapid rate of technology development justifies investors’ eagerness to...more

FINRA to Assess Member Firms’ Culture

Speaking at the Brookings Institution this April, FINRA head Richard Ketchum emphasized the importance of a broker-dealer having a "culture" that favors the firm’s customers when their interests conflict with those of the...more

After Favorable LIBOR Ruling from the Second Circuit, Investors Now Allege Anticompetitive SIBOR Manipulation

On July 5, 2016, investors filed a federal class action in the Southern District of New York alleging defendant banks had manipulated the Singapore Interbank Offered Rate (SIBOR) “and/or” Singapore Swap Offer Rate (SOR)...more

An Emerging Trend in Early-Stage Company Financing? – After Years of Growing Ubiquity of Convertible Notes, a Return to Priced...

After years of increasing acceptance of and reliance on convertible note financings as a mechanism for funding early-stage companies, we have noted a clear emerging trend away from such transactions (and others like them,...more

Factoring Convertible Debt into your Next Equity Round Price

In the past we’ve talked about structuring and maintaining capitalization tables and thresholds and mechanics involved in converting convertible notes into equity. It makes sense that convertible notes would impact a...more

Appellate Court Affirms Dismissal of Certain Claims Against Trustee

On July 5, 2016, the First Department of the Appellate Division of the Supreme Court of the State of New York affirmed the partial grant of Bank of New York Mellon’s (“BNY”) motion to dismiss certain claims brought by RMBS...more

Activist Investor to Pay Record Fine for Violating HSR Reporting Requirements

The Department of Justice (“DOJ”) announced this week that an activist investment manager has agreed to pay a record $11 million to settle allegations that it violated the requirements of the Hart-Scott-Rodino Antitrust...more

Blog: Corp Fin Staff Issues New CDI Regarding Representations Required In Exxon Capital Exchanges

Corp Fin has posted a new CDI regarding the use of Form S-4 in connection with so-called “Exxon Capital” exchanges. In an Exxon Capital exchange (Exxon Capital Holdings Corporation (April 13, 1988)), an issuer that has...more

China Issues Guidance Clarifying Core Tasks and Deadlines for Application of the Country’s Telemedicine System

The Chinese government has been in the process of modernizing its telemedicine law and policy and associated infrastructure for nearly 2 years now, to support broad, domestic application of telemedicine. We outline one of the...more

Finding liquidity in late stage private markets

The environment for growth companies is changing. For a start, 2016 has seen a marked slowdown in the number of IPOs that have come to the market globally. ?Conditions including the European referendum, U.S. presidential...more

Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs

Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance...more

Suggested Procedures and Possible Options for Accepting Minors as Investors in EB-5 Investment Funds

The delay in processing EB-5 immigrant visas caused by the increasing waiting line commonly referred to as “retrogression” is causing an increase in demand by parents in China to have their minor children named as the primary...more

Structured Thoughts: News for the financial services community, Volume 7, Issue 7

Financing Subsidiaries and SEC Registration - As readers of this publication know, in order to address the expected new U.S. regulatory capital requirements, a number of U.S. bank holding companies have been creating new...more

Global Private Equity Newsletter - Summer 2016 Edition: LBO & Management Packages In France: Are Recent Developments In The...

The management packages offered to managers in LBOs can sometimes be differentiating factors for financial sponsors enabling them to win a competitive process for the acquisition of a target company. However, although...more

Equity Trust Notches a Rare Defense Win in SEC Administrative Proceedings

On June 27, 2016, SEC Administrative Law Judge Carol Fox Foelak dismissed the Division of Enforcement’s charges against IRA custodian Equity Trust Company in connection with the company’s processing of investments marketed by...more

PCAOB Expands Outreach Efforts with Form AP Resources

In a further expansion of its outreach efforts, the Public Company Accounting Oversight Board has established a Form AP webpage with resources for investors, auditors, and others interested in the information to be collected...more

In Case You Missed It: Launch Links - June 2016 #4

Some interesting links we found across the web this week: What Brexit Means for Tech Startups - Brexit news dominated headlines this week, so here’s a roundup from the startup perspective....more

Financial Services Quarterly Report - Second Quarter 2016: OECD Common Reporting Standard: The Next Steps

The Common Reporting Standard (CRS) of the Organisation of Economic Co-operation and Development (OECD) came into effect on 1 January 2016 in “early adopter” jurisdictions, including the UK and popular fund jurisdictions such...more

SEC Cyber Update: Official Outlines Active Role for SEC on Cybersecurity as Enforcement Questions Persist

SEC Chicago Regional Director David Glockner spoke at a PLI Conference in New York on June 6 regarding the SEC’s data security regulations and enforcement efforts. Mr. Glockner acknowledged frustration with the Division of...more

A New Path to Capital Opens for North Carolina Businesses

The NC PACES Act: “Providing Access to Capital for Entrepreneurs and Small Business” is expected to be signed into law very soon. After years in the making, “intrastate” crowdfunding is coming to North Carolina. ...more

Financial Services Quarterly Report - Second Quarter 2016: The Hong Kong Professional Investor Regime

Similar to the situation in many other jurisdictions, fund managers, banks and other market participants in Hong Kong were, until recently, not required to apply the same regulations to high net worth, corporate or...more

EU Referendum – what does it mean for alternative capital providers?

The UK referendum has caused uncertainty in the financial services industry, but what does it mean for alternative capital providers? And could it create some business opportunities? Alternative capital providers are...more

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