Securities

News & Analysis as of

Your 401(k) Plan "Brokerage Window" May Require An S-8 Registration

New guidance from the Securities Exchange Commission requires issuers to take a fresh look at their 401(k) plans. On September 22, 2016, the SEC’s Division of Corporation Finance released a Compliance and Disclosure...more

Saudi Arabia Update - September 2016

As per the new Companies Law that came into effect on 2 May 2016 and which we have described in previous updates, single owner LLCs may be formed – whereas previously a minimum of two shareholders was required....more

Second Circuit Affirms Exclusion of Certain Foreign Purchasers and Purchases from Securities Class Action

The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more

SEC Enforcement Actions for Failure to Report Sales of Unregistered Securities

On two successive days, the SEC brought settled enforcement actions against issuers for failure to report sales of unregistered securities. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material...more

Your daily dose of financial news - The Brief – 9.27.16

We learned yesterday that Twitter’s shopping itself around for a buyer. It’s facing one big complication, though—the sizeable amount of stock Twitter has doled out to its employees over the years. Last year, for example,...more

Blockchain and Public Securities: Shedding Light on 'Going Dark'

The application of blockchain technology to the securities market could prove to be a game changer by adding transparency, reducing costs and speeding up settlements. Initially known as the technology underlying the...more

SDNY Refuses to Dismiss Executive’s Dodd-Frank Retaliation Claim

On August 24, 2016, the Southern District of New York denied Defendants’ motion to dismiss a Dodd-Frank whistleblower retaliation claim brought by its former co-CEO and Executive Chairman of its Board of Directors, finding...more

Orrick's Financial Industry Week in Review

Financial Industry Developments - OCC Discusses Marketplace Lending - On September 13, 2016, Comptroller of the Currency Thomas J. Curry discussed marketplace lending's risks and associated policy questions. He...more

Third Circuit Affirms Dismissal Of Suit To Vacate FINRA Arbitration Award

This case involved an underlying arbitration before an arbitration panel operating under the Financial Industry Regulatory Authority (“FINRA”) rules, which was brought by Judith and Kenneth Goldman against their financial...more

The New FCPA Cooperation Plan - Revitalized program or regurgitation of existing policy?

On April 5, 2016, the U.S. Department of Justice (DOJ) issued an Enforcement and Guidance Plan (Plan) concerning the Foreign Corrupt Practices Act (FCPA). While the new Plan could be interpreted as a novel departure from past...more

SEC's Filing Fees Increase 15 Percent Effective October 1, 2016

On August 31, 2016, the Securities and Exchange Commission (SEC) announced that in fiscal year 2017, the fees that public companies and other issuers pay to register their securities with the SEC will be increased from...more

FINRA’s Proposed Rules on Gifts, Gratuities, and Non-Cash Compensation

If adopted as proposed, the rules will largely expand supervisory resources needed to oversee compliance. After a two-year silence, the Financial Industry Regulatory Authority (FINRA) has proposed amendments to Rule 3220...more

Taming the Bull Rider: Chancery Court Reining in Mootness Fee Awards in Merger Litigation

Last month, the Delaware Chancery Court drastically reduced – from $275,000 to $50,000 – a mootness fee award requested by plaintiffs’ counsel in a lawsuit challenging the merger between PayPal and Xoom Corporation, finding...more

Investing Private Foundation Assets: What Every Foundation Manager Should Know

Those responsible for managing a private foundation’s investment assets may not always understand the unique fiduciary and tax constraints imposed on private foundations and their managers by both state and federal law....more

Tennessee Securities Division Ramps Up Enforcement

The Securities Division of Tennessee’s Department of Commerce and Industry has increased its enforcement activity during 2016. The recent actions include: Final Administrative Orders: Clifton Alexander and HugeROI.com...more

New Countries Eligible for Italy's White List

In the Official Gazette No. 195 of 22 August 2016, the Italian Government published the Ministerial Decree of 9 August 2016 (the "Decree") that amended the list of countries and territories "allowing an adequate exchange of...more

ZAG-S&W Provides U.S. Legal Advice to Medigus Ltd. in Offering of ADSs

A ZAG-S&W Team served as U.S. counsel to Medigus Ltd. (NASDAQ: MDGS) (TASE: MDGS), a medical device company developing minimally invasive endosurgical tools and a leader in direct visualization technology, in definitive...more

Proposed Amendments to FINRA Gifts, Gratuities and Non-Cash Compensation Rules

In Regulatory Notice 16-29 (Regulatory Notice), the Financial Industry Regulatory Authority (FINRA) requested comments on proposed amendments to Rule 32202 – its “Gift Rule” – as well as new proposed FINRA Rule 3221...more

U.S. House of Representatives Pass the Accelerating Access to Capital Act

Earlier today, the U.S. House of Representatives passed the Accelerating Access to Capital Act aimed at facilitating the formation of capital for U.S. small businesses. The measure is a package of three bills: H.R. 4850 –...more

Common Deficiencies Noted in Exams of Minnesota Registered Investment Advisers

The Minnesota Department of Commerce recently conducted a series of routine exams of investment adviser firms registered in Minnesota to analyze their compliance with certain regulations applicable to investment advisers. ...more

SEC Issues Interpretive Letter on Proposed Applicable Margin Reset Mechanism

The staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission issued an interpretive letter (the “Interpretive Letter”) to Sancus Capital Management LP and its affiliates (“Sancus...more

Cy Pres Standard Dispute Settled With Reasonable Approximation

The District Court for the Southern District of New York recently addressed whether the “next best” or “reasonable approximation” standard should apply when the court evaluates proposed cy pres designations in class action...more

SEC Approves FINRA & MSRB (Almost) Pay-to-Play Rules

The SEC announced August 25 that it approved FINRA’s pay-to-play rules governing placement-agent or solicitor broker-dealers and was “prepared” to approve the extension of MSRB Rule G-37 to municipal advisors as well....more

SEC’s Proposed Amendments to Broker-Dealers’ Order Routing Disclosures

The U.S. Securities and Exchange Commission (SEC) has published proposed amendments to Rule 606 under Regulation NMS of the Securities Exchange Act of 1934 (Exchange Act), which would require broker-dealers to disclose...more

The EB-5 Securities Law Roundtable has released its recommendations to clarify and conform EB-5 integrity legislation to existing...

The EB-5 Securities Law Roundtable, a group of securities lawyers from several different law firms around the United States, has been working jointly to provide comments to legislation that we expect will be proposed by...more

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