Securities

News & Analysis as of

ECON Agrees Compromise Amendments to STS/Risk Retention

The European Parliament’s Committee on Economic and Monetary Affairs (“ECON”) has today agreed compromise amendments (the “Compromise Amendments”) to the proposed EU regulation intended to lay down common rules on...more

House Passes Creating Financial Prosperity for Businesses and Investors Act

On Monday, the House of Representatives passed the Creating Financial Prosperity for Businesses and Investors Act (H.R. 6427) (the “Act”) by a vote of 398 to 2. The Act is actually a compilation of six measures that were...more

Expanding Horizons for Startup and Small Companies Raising Capital

If you are a startup or small company looking to raise funds from investors, newly amended Rule 504 should catch your eye. Effective January 20, 2017, Rule 504 of Regulation D will allow startups and small companies to sell...more

Your Daily Dose of Financial News

8 years after returning as CEO, Starbucks’ Howard Schultz is again planning to step down, turning over the barista apron to current president and COO Kevin Johnson. Schultz will continue to work on Sbux social issues and the...more

Your Daily Dose of Financial News

Even as auto lending continues at near break-neck pace, regulators are expressing concerns about the rise (again) of subprime delinquencies from borrowers. The trend, at a time when the US economy is doing relatively well,...more

West Coast Real Estate Update: November 2016 #3

Owners, Developers Face Challenges Converting Parking to E-Commerce Delivery Space - Because millennials make up an increasing number of urban residents, owners and developers of apartment and condominium buildings are...more

US Securities and Exchange Commission Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings

The SEC adopted final rules that modernize how companies can raise money to fund their businesses through intrastate and small offerings while maintaining investor protections....more

The World in US Courts: Orrick's Quarterly Review of Decisions Applying US Law to Global Business and Cross-Border Activities

Alien Tort Statute (ATS)/Torture Victims Protection Act (TVPA)/Anti-Terrorism Act (ATA) - District Court Dismisses ATS Claim Where Alleged Conduct in US Was Not Directly Linked to Injuries Claimed in Other Countries...more

US Federal Reserve Board Announces Plans to Collect Data from Banks on Secondary Market Transactions in US Treasury Securities

The US Federal Reserve Board announced that it plans to begin collecting data on Treasury security secondary market transactions from banks. The Federal Reserve Board intends to negotiate with the Financial Industry...more

NCUA to Consider Supplemental Capital

At the NCUA’s October board meeting, senior staff of the NCUA submitted a briefing report (the “Report”) to the NCUA Board (the “Board”) on the issues concerning the use of supplemental capital by federally insured credit...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - CFTC Division of Market Oversight Reminds Market Participants of the Upcoming Expiration of Certain No-Action Relief From the Ownership and Control Final Rule - On November 16,...more

New JOBS Act Rules Regarding Accredited Investor Determination

New SEC rules mandated by the JOBS Act require that an issuer’s determination of an investor’s “accredited investor” status must be made as of the last day of the issuer’s most recent fiscal year rather than at the time of...more

FinCEN’s Beneficial Ownership Rule and Increased AML Burden

Compliance officers at financial institutions have made great strides in improving Know Your Customer (KYC) programs to focus on knowing their customers as a critical function in combating money laundering. As regulators...more

Trump Risk Factors Begin to Appear in SEC Documents

Risk factors related to uncertainties resulting from possible policies that may be implemented by President-elect Trump have begun to appear in SEC filings...more

New Tender Offer CDIs Issued by SEC’s Office of Mergers and Acquisitions

The SEC’s Division of Corporation Finance staff issued seven Tender Offers and Schedules C&DIs on November 18th in relation to aspects of the tender offer rules under Regulations 14D and 14E. As administered by the Division’s...more

The Trump Administration: Change By Appointment

The election of Donald J. Trump as the 45th President of the United States, along with the Republican control of the majority of both the House of Representatives and the Senate, will likely result in significant changes in...more

Four Eye-Opening New C&DIs Issued by the SEC’s Division of Corporation Finance

The SEC’s Division of Corporation Finance released four new compliance and disclosure interpretations (C&DIs) on November 17th addressing aspects of offerings under Regulation A and Regulation D. The staff’s new...more

Small Business Securities Bulletin: 505 Is Not Alive: SEC Adopts New and Amended Rules Governing Intrastate and Small Offerings

As we have discussed in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more

SEC Shake-Up: President-Elect Trump Expected to Make Key Appointments

In the wake of the election of Donald Trump as the 45th President of the United States, Mary Jo White has announced her intent to step down from her role as Chair of the Securities and Exchange Commission. Chair White, the...more

Your Daily Dose of Financial News

SEC chief Mary Jo White has announced that she’ll be stepping down in early 2017—an expected move that nevertheless drives home the reality of the big changes ahead for the securities industry (and many others)....more

SEC Staff Allows Exclusion of “Fix Proxy Access” Proposal under (i)(10)

In a recently issued no-action letter, the staff of the SEC’s Division of Corporate Finance allowed a company to exclude a shareholder proposal seeking specific changes to the company’s existing proxy access bylaw. According...more

Orrick's Financial Industry Week In Review

Rating Agency Developments - On November 2, 2016, DBRS published a report entitled Unified Interest Rate Model for European Securitisations...more

New C&DI’s on Fee Calculations and Form S-8

The SEC issued three new C&DIs on fee calculations: Question 240.11 - Question: An issuer has a Form S-8 on file that registers shares of common stock to be issued upon the exercise of outstanding options. ...more

Court reconsiders the role of “public corrections” in securities class actions

Introduction In Drywall Acoustic Lathing and Insulation, Local 675 Pension Fund (Trustees of) v SNC-Lavalin Group Inc.[1] the Ontario Superior Court of Justice examined, in the context of competing motions for summary...more

SEC Adopts Changes to Regulation D and Intrastate Offerings and Proposes Use of “Universal Proxy Cards” in Contested Director...

On Oct. 26, the Securities and Exchange Commission adopted final rules increasing the threshold for offerings made under Rule 504 of Regulation D and broadening the intrastate offering exemption afforded by Rule 147. These...more

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