News & Analysis as of

If It Doesn’t Sell Buckets, Is It Truly A Bucket Shop?

An often overlooked corner of the California Corporations Code is the Bucket Shop Law, Cal. Corp. Code § 29000 et seq. The law quite literally criminalizes the keeping of a bucket shop: "Any person who . . . is the keeper of...more

This Week In Securities Litigation (Week ending November 6, 2015)

Conflicts and investment fund fraud cases were the focus this week. The SEC brought two actions in each category. In addition, a settled insider trading action was filed....more

SEC Finally Adopts Federal Crowdfunding Rules: All That Glitters May Not Be Gold

On October 30, 2015, the Securities and Exchange Commission (“SEC”), by a 3-1 vote, adopted the long-anticipated final rules permitting federal crowdfunding (“Title III Crowdfunding”), providing a potentially attractive...more

SEC Adopts Rules to Permit Crowdfunding: Proposes Amendments to Existing Rules to Facilitate Intrastate and Regional Securities...

On October 30, the Securities and Exchange Commission adopted final rules under Title III of the JOBS Act (“Regulation Crowdfunding”) to permit a company to offer and sell securities through crowdfunding transactions that...more

NYSE Amends Rule Regarding Disclosure of Material Nonpublic Information

Companies listed on the New York Stock Exchange (NYSE) are certainly familiar with the NYSE rules regarding public disclosure of material information. Those rules require prompt disclosure of material information that may...more

SEC Sanctions Brokers For Not Obtaining Best Execution

Rochdale Securities LLC, at one time a small Commission registered broker-dealer based in Stamford, Connecticut, is perhaps best known as the firm where a registered representative and his customer placed orders for over 1.6...more

California’s Secured Promissory Note Exemption

The line between real property transactions and securities transactions is not always clear.  California Corporations Code Section 25100(p) provides an exemption for a promissory note secured by a lien on real property...more

Another SEC Offering Fraud Centered On Conflicts

Self-dealing and undisclosed conflicts are a central theme of many of the enforcement actions brought recently by the SEC. Those themes are the predicate for the Commission’s action which centers on an investment manager who...more

London Stock Exchange consults on changes to the AIM Rules which apply to investing companies and AIM companies that undertake a...

The London Stock Exchange (“LSE”) on 15 October 2015 published AIM Notice 421 announcing a consultation in relation to certain proposed changes to the AIM Rules for Companies (“AIM Rules”) potentially affecting “investing...more

2015-16 Compliance Developments & Calendar for Private Fund Advisers

Registered investment advisers (RIAs) are required to review their policies and procedures on at least an annual basis. As an aid to the required review and to assist with timely completion of required compliance tasks, below...more

National Futures Association Issues Updated Self-Examination Questionnaire

The National Futures Association (NFA) has updated the Self-Examination Questionnaire that all NFA members must complete annually. The revised questionnaire incorporates recent changes to NFA rules and Commodity Futures...more

What Exactly Is “Constructive Engagement”?

Yesterday, I wrote about SB 185 (De León) which mandates that California’s two giant pension funds to liquidate their investments in thermal coal companies on or before July 1, 2017.  One aspect of the bill that I didn’t...more

BEA Reporting Requirements for US Financial Services Providers

The US Department of Commerce Bureau of Economic Analysis (“BEA”) is conducting its 2014 Benchmark Survey of Financial Services Transactions between US Financial Services Providers and Foreign Persons (Form BE-180). This...more

Governance & Securities Law Focus: Europe Edition Q3 2015

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Corporate Governance Alert (US): The Menace of the Mini Tender

A perfectly legal, but on its face very predatory, practice is increasingly hitting major public companies and likely confusing and taking advantage of their small individual investors: the “mini” tender offer. Thus far, the...more

New Greek Ban on Shorting Shares of Five Greek Banks

On September 30, the Greek national financial regulator, the Hellenic Capital Markets Commission (HCMC), announced that is has imposed an extended ban on the short-selling of Greek bank shares––by any persons anywhere in the...more

A Criminal Waste Of Space Foments Securities Law Problem

California Court of Appeal Justice William W. Bedsworth writes the popular syndicated column “A Criminal Waste of Space”.  In this month’s column, Justice Bedsworth expounds on the highly improbable case of a man who...more

Inside the Courts: An Update From Skadden Securities Litigators - September 2015 / Volume 7 / Issue 3

This issue of Inside the Courts, Skadden’s securities litigation newsletter, includes summaries and associated court opinions of selected cases principally decided between May 2015 and August 2015. The cases address...more

Securities and Corporate Finance Alert: Equity Crowdfunding in Canada Q&A: What is the Current State of the Law?

There is some confusion in the Canadian financial and legal marketplace about the exact state of the law regarding equity crowdfunding. This confusion is understandable, given the fact that there have been a number of...more

This Week In Securities Litigation

The Commission responded to critics of its administrative proceedings this week, proposing changes to the Rules of Practice which govern them. If adopted the new rules would modify the time period within which the actions...more

Proposed amendments to report of exempt distribution

On August 13, 2015, the Canadian Securities Administrators (CSA) published for comment proposed amendments to National Instrument 45-106 Prospectus Exemptions and its Companion Policy. The proposed amendments seek to...more

Financial Regulatory Developments Focus - September 2015 #4

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

Integration of Private and Public Offerings 2015

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more

SEC Settles Microcap Fraud Scheme With Attorney, Two Audit Firms, Seven Auditors

Microcap fraud is a key part of the broken windows enforcement approach. One of the more significant actions brought in this regard is In the Matter of John Briner, Esq., Adm. Proc. File No. 3-16339 (Jan. 15, 2015). There the...more

Unwrapped: "Canadian Wrapper" amendments for cross-border securities offerings to sophisticated Canadian investors

Amendments to facilitate offerings - On September 8, 2015, certain amendments to the current Canadian securities regulatory regime came into effect to facilitate certain cross-border private placement offerings to...more

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