Securities Exchange Act, Derivatives

SEC Adopts New Rule Prohibiting Conflicts of Interest in Certain Securitizations

Proskauer - Regulatory & Compliance on 12/8/2023

Following the financial crisis of 2007-2009 and Congressional investigations into the securitization market, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 prohibited securitization participants from...more

SEC adopts rules requiring the reporting of securities loans and the disclosure of short sales

Eversheds Sutherland (US) LLP on 11/16/2023

On October 13, 2023, the Securities and Exchange Commission (SEC) adopted new Rule 10c-1a under the Securities Exchange Act of 1934, as amended (1934 Act), requiring certain persons to report securities loan information to...more

Securities and Derivative Litigation: Quarterly Update - November 2023

Dechert LLP on 11/8/2023

With just one quarter remaining in 2023, securities and derivative litigation continues to develop with new standards being articulated or clarified, particularly by decisions within the Second Circuit: The Second...more

The SEC Amends Beneficial Ownership Reporting Rules

Davies Ward Phillips & Vineberg LLP on 10/25/2023

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted final amendments to the rules that govern beneficial ownership reporting and provided guidance on the application of those rules. The SEC also...more

SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

Wilson Sonsini Goodrich & Rosati on 10/18/2023

On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934...more

Shorter Schedule 13D and Schedule 13G Filing Deadlines and New Guidance: SEC Adopts Final Rules Amending Beneficial Ownership...

Vinson & Elkins LLP on 10/17/2023

On October 10, 2023, the Securities and Exchange Commission (“SEC”) adopted amendments to the rules governing beneficial ownership1 reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

Latham & Watkins LLP on 9/12/2023

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

En Banc Ninth Circuit Upholds Delaware-Forum Bylaw That Prevents Assertion of Federal Proxy Claim in Derivative Action

Proskauer - Corporate Defense and Disputes on 6/5/2023

The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery,...more

Securities and Derivative Litigation: Quarter 3 2022 Update

Dechert LLP on 11/2/2022

In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on 9/7/2022

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Circuit Split: Ninth And Seventh Circuits Disagree Over Enforceability of Delaware Exclusive Forum Provisions

Troutman Pepper on 7/28/2022

In a recent decision, the Ninth Circuit split with a Seventh Circuit decision on the enforceability of exclusive forum provisions contained in a Delaware corporation’s certificate of incorporation or bylaws as to derivative...more

Eighth Circuit Affirms Dismissal Of Merger-Related Derivative Suit For Failure To Plead Demand Excusal

A&O Shearman on 4/18/2022

On April 7, 2022, the United States Court of Appeals for the Eighth Circuit affirmed the dismissal of derivative claims brought by shareholders of Centene Corporation (the “Corporation”) against directors and officers of the...more

OCC Proposes Rules for CRA Benchmarks and Fair Access

Goodwin on 11/30/2020

In the News. The Office of the Comptroller of the Currency (OCC) issued a long-awaited rule seeking comment on its proposed approach to determine the Community Reinvestment Act (CRA) evaluation measure benchmarks, retail...more

SEC Re-Proposes New Rule Governing Funds’ Use of Derivatives

Vedder Price on 12/23/2019

On November 25, 2019, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) re-proposed a new exemptive rule under the Investment Company Act of 1940, as amended (the “1940 Act”)—Rule 18f-4 (the...more

SEC Re-Proposes Investment Company Derivatives Rule under the Investment Company Act

Sullivan & Worcester on 12/9/2019

The U.S. Securities and Exchange Commission (the “SEC”) re-proposed on November 25, 2019 rules under the Investment Company Act of 1940 (the “1940 Act”) relating to, among other things, use by investment companies of...more

SEC Proposes New Rules and Amendments to Update the Approach to the Regulation of Funds’ Use of Derivatives and Other Transactions

Dechert LLP on 11/27/2019

The U.S. Securities and Exchange Commission on November 25, 2019 approved for publication a three-part rule proposal related to the use of derivatives and certain other transactions by registered investment companies (i.e.,...more

Corporate & Financial Weekly Digest, Featuring Articles on Shareholder Proposals Exclusion, the SEC's New Asset Management...

Katten Muchin Rosenman LLP on 10/21/2019

SEC/CORPORATE - SEC Issues Legal Bulletin Regarding Shareholder Proposals Exclusion - On October 16, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission issued Staff...more

Second Circuit Breathes New Life Into Conduct And Effects Test

Jones Day on 10/9/2019

The Situation: Since the Supreme Court decided Morrison v. National Australia Bank Ltd. ("Morrison") in 2010 and rejected the Second Circuit's "conduct and effects test," the Second Circuit has grappled with the issue of...more

Corporate & Financial Weekly Digest, Featuring Articles on Potential Updates to FINRA Rules on Corporate Bond Block Trade...

Katten Muchin Rosenman LLP on 4/22/2019

BROKER-DEALER - FINRA Requests Comment on Proposed Pilot Program to Study Changes to Corporate Bond Block Trade Dissemination - On April 12, the Financial Industry Regulatory Authority (FINRA) published a regulatory...more

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 3: Special Issues under Sections 13(d) and 16 for...

Proskauer Rose LLP on 1/22/2019

The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more

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