Securities

It’s Like Déjà Vu – All Over Again – NSW Defers the Abolition of Stamp Duty

by Philip Diviny, Marise Fraser, Murray Landis | K&L Gates LLP on 5/2/2013

Abolition of NSW duties deferred again - The NSW Government has indicated that the abolition of Inter-Governmental Agreement taxes, including duties on: - marketable securities (shares and units) - ...more

Canadian Securities Regulators Grant Exemptions from Wrapper Requirements

by Rob Lando | Osler, Hoskin & Harcourt LLP on 5/1/2013

A group of securities dealers has successfully obtained relief from most of the requirements that typically drive the need for a Canadian private placement supplement, or wrapper, for selling securities of non-Canadian...more

Bill Seeks to Strip Securities Regulator of Power to Deny New Branch Offices to Broker-Dealers and Investment Advisers

by R. Michael Underwood | Fowler White Boggs P.A. on 5/1/2013

A hallmark of Florida's notoriously strict regulation of investment professions may soon be no more. Florida is one of only eight jurisdictions in the United States that require securities broker-dealers and investment...more

SEC Staffer Cautions Private Funds Industry on Potential Broker Registration Issues

by Proskauer Rose LLP on 4/29/2013

In a recent speech given to the ABA Trading and Markets Subcommittee, David W. Blass (Chief Counsel of the SEC's Division of Trading and Markets) focused on a number of activities commonly conducted by private fund advisers...more

Second Phase of the CRM Project: Additional Disclosure of Charges and Performance Reports

by Marie-Noël Rochon, Karen Rogers | Heenan Blaikie LLP on 4/29/2013

The Canadian Securities Administrators (the “CSA”) published a notice on March 28, 2013 outlining the amendments made to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI...more

Insurance Coverage for Class Action Lawsuits

by Judy Selby | BakerHostetler on 4/19/2013

Upon learning that his obituary had been published in the New York Times, Mark Twain famously quipped, “Reports of my death have been greatly exaggerated.” The same can be said about class action lawsuit filings after the...more

Wall Street Sales Tax Reintroduced on Capitol Hill: Likely a Significant Impact on Private Investment Funds

by David Sussman | Duane Morris LLP on 4/19/2013

On April 17, 2013, U.S. Rep. Keith Ellison (D-Minn.) reintroduced the Inclusive Prosperity Act of 2013 (H.R. 1579) (the "Bill"), a financial transaction tax that, according to its supporters, would provide the federal...more

Defense to Bankruptcy Preference Actions For Parties Engaged in Securities or Commodities Industry and Those Involved with Forward...

by Letitia Accarrino | Wilentz, Goldman & Spitzer P.A. on 3/22/2013

If your company is sued to recover money or property transferred to it by a debtor prior to the filing of its bankruptcy petition, be aware that there is a potentially dispositive defense under Section 546(e) of the...more

Significant Changes Proposed to Early Warning Regime – Key Disclosure Trigger Lowered to 5%

by Doug Bryce, Donald Gilchrist, Alex Gorka, Rob Lando | Osler, Hoskin & Harcourt LLP on 3/15/2013

The Canadian Securities Administrators (the CSA) have proposed significant amendments to the “early warning” regime with respect to the disclosure of ownership positions in Canadian public companies....more

Second Circuit Reinstates MBS Suit, Easing Standing Hurdle For Investors

by BuckleySandler LLP on 3/14/2013

On March 1, the U. S. Court of Appeals for the Second Circuit held that an investor plaintiff may be able to assert claims on behalf of a class for securities in which it had not invested, and additionally found that the...more

Can A Security Be Oral?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 3/14/2013

Yesterday’s post identified some of the differences between the lists of securities in the California Corporate Securities Law and the federal Securities Act of 1933. One difference that I did not mention was California’s...more

“Security” Definitions In CSL And ’33 Act – Similar But Not The Same

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 3/13/2013

Both the California legislature and the U.S. Congress have enacted extensional definitions of “security” – that is Section 25019 of the Corporate Securities Law of 1968 and Section 2(a)(1) of the Securities Act each provides...more

Use It or Lose It: U.S. Supreme Court Holds the SEC Must Bring Civil Enforcement Actions Within Five Years of Wrongful Conduct

by Eric Breslin, Melissa Geller, Marvin G. Pickholz, Mauro Wolfe | Duane Morris LLP on 3/1/2013

On February 27, 2013, the United States Supreme Court put a stop to the Securities and Exchange Commission's (SEC) practice of bringing civil enforcement actions outside the five-year statute of limitations. In an opinion by...more

London Stock Exchange to Introduce New High Growth Segment of the Main Market

by Jonathan Angell, Sean Geraghty, Richard O'Brien | Dechert LLP on 2/28/2013

Background - The Department for Business, Innovation and Skills (‘BIS’) announced in September 2012 that it had developed proposals with the London Stock Exchange (the ‘LSE’) to attract high growth companies to list...more

First Take on Amgen Decision: Supreme Court “Basically” Endorses Status Quo

by Douglas W. Greene | Lane Powell PC - Securities / D&O Discourse on 2/28/2013

The Supreme Court released its anxiously awaited decision in Amgen Inc. v. Connecticut Retirement Plans yesterday. On the face of the decision, it was a loss for defendants in that case, and for companies everywhere that are...more

Bernstein Shur Business and Commercial Litigation Newsletter #25

by Paul McDonald, Daniel J. Murphy | Bernstein Shur on 2/28/2013

We are pleased to present the 25th edition of the Bernstein Shur Business and Commercial Litigation Newsletter. This month, we highlight financial services industry news and developments, including continued support for...more

Citing Concepcion, FINRA Panel OKs Class Action Waivers in Broker-Dealer Customer Arbitration Agreements

by Jessica R. Bogo, Sarah A. Good | Pillsbury Winthrop Shaw Pittman LLP on 2/28/2013

A Financial Industry Regulatory Authority (“FINRA”) hearing panel held that FINRA’s own rules prohibiting judicial class action waivers in broker-dealer customer arbitration agreements are preempted by the Federal Arbitration...more

Are There Silver Hills In Other States?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 2/27/2013

In Silver Hills May Tarnish Crowdfunding, I wrote about Justice Roger J. Traynor’s alternative definition of “security” under the predecessor to the Corporate Securities Law of 1968. Silver Hills Country Club v. Sobieski, 55...more

North Carolina Securities Act Claims Take Shape In The Business Court

by Mack Sperling | Brooks Pierce on 2/26/2013

There is little case law under the North Carolina Securities Act. But last week, in NNN Durham Office Portfolio 1, LLC v. Highwoods Realty Limited Partnership, 2013 NCBC 12, Judge Gale took several steps into that uncharted...more

Legislative Update Report No. 2013-04 -- Feb 22, 2013

by Osler, Hoskin & Harcourt LLP on 2/26/2013

In This Article: Federal Government; Alberta; British Columbia; Manitoba; New Brunswick; Newfoundland; Northwest Territories; Nova Scotia; Nunavut; Ontario; Prince Edward Island; Québec/Quebec; Saskatchewan; and Yukon....more

China 20/20 Legal Regulatory Developments - February 2013

by Seung Chong, Elizabeth Cole, Veronica Lockyer, Yan Zeng | Orrick, Herrington & Sutcliffe LLP on 2/24/2013

In This Issue: - The Decision of the Standing Committee of the National People's Congress on Revising the Labor Contract Law of the People's Republic of China Released - MOFCOM Solicits for Public Comments on the...more

Court Confirms That S. 130 Of The Ontario Securities Act Applies Only To Primary Market Purchasers

by Michael Beeforth | Dentons on 2/22/2013

In the recent decision of Tucci v. Smart Technologies Inc. (2013 ONSC 802), Justice Perell confirmed that the statutory cause of action for misrepresentation in a prospectus (set out in s. 130(1) of the Ontario Securities...more

When Is A Gift A Sale?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 2/22/2013

According to Black’s Law Dictionary, a “gift” is a “voluntary transfer of property to another made gratuitously and without consideration”. Thus, it would seem that a gift could not be a sale. The California Corporations...more

Looking Ahead: Forthcoming 2013 Securities and Corporate Governance Litigation Developments

by Douglas W. Greene | Lane Powell PC - Securities / D&O Discourse on 2/21/2013

This promises to be an eventful year in securities and corporate governance litigation. A number of looming developments have the potential to change the landscape for many years to come. This is the first of two posts – or...more

Rogers Towers: Forward Contracts for Commodities not Avoidable as Preferential Transfers

by Scott St. Amand, J. Ellsworth Summers, Jr. | Rogers Towers on 2/12/2013

Because debtors may avoid certain transfers and contracts entered into during the ninety days before they filed their bankruptcy petition, trade creditors are understandably nervous about entering into contracts with...more

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