Securities

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The Regulators Are Coming! The Regulators Are Coming!

Regulators, in-house lawyers and compliance officers told a serious cautionary tale at the recent Practicing Law Institute Broker-Dealer Regulation and Enforcement seminar. Representatives of the Securities and Exchange...more

EU Securities Settlement – Changes Should Make UK Listings More Attractive to US-Based Issuers

Since the Markets in Financial Instruments Directive (“MiFID”) came into force in 2007, European legislators and market participants have sought to harmonise the diverging European securities settlement framework, with a view...more

Using condo hotels for financing new hotel development: The traditional condo hotel structures as “non-securities”

A properly structured deal is critical to success - Perhaps the greatest satisfaction of working in the real estate industry is that a single transaction can produce so many winners. Properly structured deals can offer...more

Successful Motions to Dismiss Securities Class Actions, A Review of What Worked in 2014

Motions to dismiss have been called “the main event” in securities class actions. They are filed in over 90% of securities class actions and they result in dismissal close to 50% of the time they are filed. In contrast, out...more

This Week In Securities Litigation

The Commission brought a series of administrative proceedings this week and one civil injunctive action. The civil injunctive action was an insider trading case. The administrative proceedings centered on FCPA violations, the...more

Regulators Adopt Risk Retention Rule with Few Changes

A final credit risk retention rule was recently issued with respect to asset-backed securities (ABS) by the prudential bank regulators (the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance...more

Texas Adopts Intrastate Crowdfunding Exemption

On October 22, 2014, the Texas State Securities Board (the "TSSB") voted to formally adopt its proposed Rule 139.25, which provides an exemption from registration for intrastate securities offerings employing a limited...more

Q&A With Baker Botts' Hillary Holmes

Hillary H. Holmes is a partner in Baker Botts LLP's Houston, Texas, office. Her practice is focused on capital markets transactions for master limited partnerships (MLPs) and corporations in the energy industry. Holmes also...more

Why Including The Year Of Enactment Can Be Important

Several provisions of the California Corporate Securities Law of 1968 need to be brought up to date. Section 25100(i) is one of them. That section exempts from the qualification requirements of Sections 25110, 25120 and...more

This Week In Securities Litigation

The Fifth Circuit decided a significant case on loss causation. The Court concluded that the truth could emerge from a series of disclosures which, in and of themselves were not sufficient to uncover the fraud, but which when...more

Guide To Doing Business in New Zealand: Introduction

THE COUNTRY - New Zealand is an island nation in the South Pacific with a population of approximately four million five hundred thousand people from a diverse range of ethnic backgrounds. A significant majority of the...more

Bit Bites: Latest Legal Developments in Digital Currencies

When Is Bitcoin “Money” Versus a “Security”? In motions involving a high-profile criminal prosecution with ties to Silk Road and a Securities and Exchange Commission (SEC) enforcement action, two federal courts have clarified...more

Florida Regulator Promises Revision of Investment Adviser Rules – New Industry Group Forms

Officials from the Florida Office of Financial Regulation (“OFR”) met with representatives of the securities industry last month to discuss reform of regulations applicable to state-covered investment advisers. ...more

Russian Joint Stock Companies Will be Required to Have a Professional Registrar Starting from October 2014

By October 2, 2014, all Russian joint stock companies (both open joint stock companies and closed joint stock companies) that maintain their own shareholder registers must transfer their registers to professional registrars. ...more

National Securities Regulator Moves Forward; Draft Legislation Published

On September 8, 2014, the governments of Canada, British Columbia, Ontario, Saskatchewan and New Brunswick announced the signing of a memorandum of agreement formalizing the terms of the Cooperative Capital Markets Regulatory...more

"Hong Kong Regulatory Update"

This Hong Kong regulatory update is intended to provide a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock...more

Guide to Doing Business in Australia: Company Law

COMPANY LAW - Some general matters relating to company law in Australia are discussed below. REGULATORY SCHEME - The Corporations Act principally regulates companies, their incorporation, the acquisition...more

The Root Cause of Skyrocketing Securities Class Action Defense Costs

Why do the costs of defending securities class actions continue to increase? Because of my writing on the subject) I’m asked about the issue a lot. My answer has evolved from blaming biglaw economics – a combination of...more

CME Group Adopts New Disruptive Trading Practices Rule

On August 28, the Chicago Mercantile Exchange, Chicago Board of Trade, New York Mercantile Exchange and Commodity Exchange, Inc. (Exchanges) notified the Commodity Futures Trading Commission that they have adopted a new Rule...more

SEC Decreases Registration Statement Filing Fees for Fiscal Year 2015

On August 29, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will decrease from $128.80 per million...more

Eastern District Court of Texas Holds that Bitcoin Investments Are Securities

On August 26, the U.S. District Court for the Eastern District of Texas held that the Bitcoin investments at issue are “investment contracts” and “securities” within the meaning of the Securities Act of 1933 and the Exchange...more

New York ALJ Rejects Retroactive Application of Statute

State courts generally have allowed legislatures a fair amount of flexibility in adopting retroactive statutes, but a recent New York case held that, under the circumstances presented, the retroactive application of a statute...more

SEC Issues Fee Rate Advisory For Fiscal 2015

Last Friday, the SEC announced that the fees for registration of securities and certain other transactions in fiscal 2015 will be $116.20 per million dollars, down from $128.80 per million dollars last year....more

Fair Valuation and Mutual Fund Directors: New Guidance from the SEC

1. Previous Guidance Codified by the Release - Much of the guidance included in the Release is already in section 404 of the CFRP. In fact, the amount of repetition in the revised section may confuse a first-time...more

Parkcentral v. Porsche: Second Circuit Opens the Doors of Morrison, and Declines to Apply Section 10(b) to Domestic...

In Parkcentral Global Hub Ltd,. et al. v. Porsche Automobile Holdings SE, et al., Dkt. No. 11-397-cv (2d Cir. Aug. 15, 2014), the US Court of Appeals for the Second Circuit affirmed the lower court’s dismissal of plaintiffs’...more

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