News & Analysis as of

Governance & Securities Law Focus: Latin America Edition

In this issue: - US DEVELOPMENTS - SEC Developments - PCAOB Adopts Auditing Standard and Amendments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters...more

Hedge Fund Hack Results in Trade Secret Loss, and Raises SEC Reporting Issues

Data breaches may be nothing new, but they are certainly evolving into bigger and more notorious infractions. While the data breaches of yesterday may have involved accidental disclosure or disgruntled former employees, the...more

Additional Volcker Rule Guidance Addresses Some Low-Hanging Fruit

When the Volcker Rule was issued by the bank regulators in conjunction with the Securities and Exchange Commission and the Commodity Futures Trading Commission (collectively, the Agencies) last December (the Final Rule), it...more

Tackling Standard Of Review For Compelled Corporate Speech

The U.S. Securities and Exchange Commission is hoping for another bite at the apple in the legal controversy surrounding its conflict minerals rule (“CM rule”). At the same time, an unrelated case raising nearly identical...more

Regulation: The New Normal for Hedge Funds?

By all accounts, hedge funds are having a great year. According to the Wall Street Journal, fund managers added a net $26.32 billion of new cash in the first quarter, the highest in almost three years. Better yet, many...more

Notes From The 2114 Securities Law Conference

Courtesy of Professor Emmett Brown, I recently attended the 2114 Securities Law Conference and I must say that I was heartened by what I heard there and then. Here are some of my notes from the conference...more

Bussing v. COR Clearing LLC: What Retaliation Protections Are Whistleblowers Entitled To?

U.S. courts continue to disagree about the extent and coverage of protections from retaliation for “whistleblowers” under the Dodd-Frank Act. Contrary to SEC rules and other District courts, in the 2013 Asadi case, the 5th...more

SEC’s Self-Reporting Program to Correct Misstatements Regarding Continuing Disclosure Compliance Set to Expire on September 10,...

The Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation Initiative provides an opportunity for municipal bond issuers, borrowers and underwriters to correct misstatements in offering...more

New Revenue Recognition Standard Will Likely Affect Most Companies and Require Pre-Adoption Planning

U.S. companies will need to comply with a new converged revenue recognition standard that the FASB and the International Accounting Standards Board (IASB) issued on May 28. The converged standard—which applies to fiscal years...more

SEC Proposes Securities-Based Swap Recordkeeping, Reporting and Notification Requirements

On May 2, 2014, the Securities and Exchange Commission (SEC)published in the Federal Register proposed regulations1 that would implement the recordkeeping, reporting and notification requirements of the Dodd-Frank Wall Street...more

M.D. Florida: Employee Must Report To SEC To Be A Protected Dodd-Frank Whistleblower

Two weeks ago, the U.S. District Court for the Middle District of Florida dismissed with prejudice a former employee’s Dodd-Frank whistleblower claim on the ground that the employee was not a “whistleblower” within the...more

SEC Chair Highlights Commission’s Accounting Priorities

In a recent speech, SEC Chair Mary Jo White highlighted the Commission’s accounting priorities, indicating, among other things, that the Commission plans to issue a statement regarding International Financial Reporting...more

SEC Conflict Minerals Reporting Update

The first reports on Securities and Exchange Commission Form SD, regarding the presence of so-called "conflict minerals" in products manufactured or contracted for manufacture by SEC reporting companies, are due June 2, 2014....more

Intel Files Conflict Minerals Report

The holy grail (at least so far) of conflict minerals precedents was filed with the SEC albeit perhaps too late for many issuers to wholesale change course. But still excellent for a final form check. ...more

Conflict Minerals Update: Court Denies NAM's Motion to Enjoin Enforcement, SEC’s June 2 Deadline Remains In Effect

On May 14, 2014, the U.S. Court of Appeals for the District of Columbia Circuit issued a per curium order denying the motion filed by the National Association of Manufacturers (“NAM”) to stay the SEC’s Conflict Minerals Rule....more

Whose Role is it Anyway? Unanswered Questions About Social, Political, or Environmental Corporate Disclosures

The D.C. Circuit attracted plenty of attention by ruling that one of the SEC’s conflict mineral disclosure rules – promulgated pursuant to a specific Congressional mandate in the Dodd-Frank Act – violated the First Amendment....more

Deadline Looms For Conflict Mineral Disclosure Requirements: Update For Suppliers Of Reporting Companies

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") addressed concerns that proceeds from the trade and exploitation of certain minerals originating in several central African...more

Before The Whistle Blows: Understanding And Addressing The Expanding Scope Of Whistleblower Protections Under Sarbanes-Oxley And...

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) was enacted following the accounting scandals of the early 2000s involving Enron, WorldCom and other public companies. Congress passed the Dodd-Frank Wall Street Reform and...more

SEC Wins Asset Freeze Over Funds

Hedge funds are a continuing focus for the SEC. This week the Commission filed an action against two fund managers and an adviser alleging that they fabricated performance reports furnished to investors. The Court granted a...more

SEC Proposes Recordkeeping, Reporting, and Notification Requirements for Security-Based Swap Dealers and Major Security-Based Swap...

The SEC issued a release proposing recordkeeping, reporting, and notification requirements for security-based swap dealers (“SBSDs”) and major security-based swap participants (“MSBSPs”). Although described as seeking to...more

Corporate and Financial Weekly Digest - Volume IX, Issue 18

In this issue: - SEC Issues Statement on the Effect of the Recent US Court of Appeals Decision on the Conflict Minerals Rule - CFTC Extends Relief From Oral Communication Recording Requirement - CFTC...more

SEC Provides Interpretive Guidance on Conflict Minerals Reporting

On April 29, 2014, the SEC’s Division of Corporation Finance issued interpretive guidance on the conflict minerals rules in response to the April 14, 2014 ruling of the U.S. Court of Appeals for the District of Columbia. The...more

SEC Clarifies Conflict Minerals Reporting Requirements

The Securities and Exchange Commission confirmed this week that it expects companies to timely file reports required under the conflict minerals rule and to comply with other provisions unaffected by a recent appellate...more

Conflict Minerals — SEC Says File The Reports — But Don’t Confess Blood On Your Hands

At the core, the court’s first amendment objection to the conflict minerals rules was that by requiring issuers to state its products have not been found to be “DRC conflict free” it compelled an issuer to “confess blood on...more

Corporate and Financial Weekly Digest - Volume IX, Issue 17

In this issue: - Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law - SEC Division of Corporation Finance Issues New C&DIs Relating to Social Media Use - FINRA...more

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