The Corporation Law Section of the Delaware State Bar Association has approved, in substantially the form proposed by the Delaware Corporate Council, amendments to the General Corporation Law of the State of Delaware (DGCL)...more
In this issue:
- Update: Proposed Amendments to DGCL, Including Ban on Fee-Shifting and Permitting Exclusive Forum Provisions
- CFTC and Australian Regulator Sign Memorandum of Understanding Regarding...more
4/20/2015
/ Bank Holding Company ,
CFTC ,
Debt Financing ,
Debt Securities ,
Delaware General Corporation Law ,
Enforcement Actions ,
Federal Reserve ,
Federal Sentencing Guidelines ,
Fee-Shifting ,
Financial Conduct Authority (FCA) ,
Insider Trading ,
Memorandum of Understanding ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Sentencing Enhancements ,
White Collar Crimes
On March 25, the Securities and Exchange Commission adopted final rules that will expand the exemption from registration under the Securities Act of 1933 provided by Regulation A to include an exemption for up to $50 million...more
In this issue:
- SEC Adopts Final Rules for Regulation A+ Offerings
- FINRA Issues Notice on New Rules and Amendments Relating to Transaction-Based Compensation, Membership and Sanctions
- FINRA Issues...more
3/30/2015
/ Algorithmic Trading ,
Alternative Investment Fund Managers Directive (AIFMD) ,
CFTC ,
Final Rules ,
Financial Industry Regulatory Authority (FINRA) ,
New Guidance ,
Pharmaceutical Industry ,
Regulation A ,
Regulation SHO ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Supervision
On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more
In This Issue:
- Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions
- SEC Charges Insiders for Failure to Update Schedule 13D Disclosures
- CBOE Proposes Amendments to...more
3/23/2015
/ AML/CFT ,
Bylaws ,
CFTC ,
Criminal Background Checks ,
Cybersecurity ,
Delaware General Corporation Law ,
Derivatives ,
Disclosure Requirements ,
Exclusive Forum ,
FATCA ,
Fee-Shifting ,
FinCEN ,
Hong Kong ,
Insider Trading ,
Regulation SHO ,
Securities and Exchange Commission (SEC)
Effective March 2, the New York Stock Exchange amended its rule (commonly referred to as the “late filer rule”) that applies to listed companies that do not timely file their periodic reports with the Securities and Exchange...more
In This Issue:
- NYSE Amends "Late Filer Rule"
- CFTC Responds to District Court's Remand Order on Certain Cross-Border Swaps Rules
- Delaware Chancery Court Addresses Proper Purpose for Inspection...more
3/16/2015
/ CFTC ,
Cross-Border Transactions ,
Enforcement ,
Enforcement Actions ,
EU ,
European Securities and Markets Authority (ESMA) ,
Inspection Rights ,
Late Filer Rule ,
MiFID II ,
NYSE ,
Securities and Exchange Commission (SEC) ,
Swaps ,
Whistleblowers
The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging...more
In this issue:
- Meeting of the SEC Advisory Committee on Small and Emerging Companies
- Financial Action Task Force Publishes Updated List of Deficient Jurisdictions
- CFTC to Host Roundtable on...more
3/9/2015
/ CFTC ,
Cybersecurity ,
Destruction of Evidence ,
EU ,
FATF ,
Foreign Banks ,
Jurisdiction ,
Risk Alert ,
Sarbanes-Oxley ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Volcker Rule
On February 9, as mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the Securities and Exchange Commission proposed new rules requiring disclosure by US public...more
In this issue:
- SEC Publishes Rules for Reporting Security-Based Swaps
- SEC Proposes Rules for Disclosure of Companies’ Hedging Policies
- CFTC Extends Relief From Certain OCR Requirements
- NFA...more
2/17/2015
/ Arbitration ,
Banking Sector ,
Banks ,
Bribery ,
Brokered Deposits ,
Capital Requirements ,
CFTC ,
Clawbacks ,
FDIC ,
Haiti ,
Hedging ,
NFA ,
OCC ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Subordination
Glass Lewis, a leading proxy advisory firm, recently announced enhancements to the performance metrics used in both its US and Canadian pay-for-performance (PFP) models and its US equity plan model. The current Glass Lewis...more
The Securities and Exchange Commission announced that its Advisory Committee on Small and Emerging Companies (Committee) will hold a public meeting on February 17 to vote on recommendations to the SEC regarding the definition...more
On January 23, the Securities and Exchange Commission’s Division of Corporate Finance issued a no-action letter (New Letter) that (1) substantially revises prior guidance relating to debt tender offers and (2) expands the...more
In this issue:
- SEC Advisory Committee on Small and Emerging Companies to Discuss “Accredited Investor” Definition
- Glass Lewis Enhances its Pay-for-Performance and Equity Plan Models
- SEC Issues New...more
2/9/2015
/ Accredited Investors ,
CBOE ,
Cybersecurity ,
Emerging Growth Companies ,
Enforcement Actions ,
Equity Plans ,
European Securities and Markets Authority (ESMA) ,
Exchange Offer ,
Federal Reserve ,
Financial Industry Regulatory Authority (FINRA) ,
Glass Lewis ,
Pay-for-Performance ,
Ponzi Scheme ,
Private Student Loans ,
Proposed Amendments ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Tender Offers
The Securities and Exchange Commission has announced that it will host a roundtable on February 19 on ways to improve the proxy voting process, with a focus on universal proxy ballots and retail (non-institutional)...more
In this issue:
- SEC Division of Corporation Finance Issues New C&DI Related to Resales Under Regulation S
- SEC Announces Proxy Voting Roundtable
- CFTC Staff Issues No-Action Relief From Certain...more
2/2/2015
/ AIFM ,
Anti-Money Laundering ,
Brokers ,
C&DIs ,
CFTC ,
Clawbacks ,
CME NYMEX ,
EU Directive ,
Forex ,
Insider Trading ,
Major Swap Participants ,
Netherlands ,
No-Action Relief ,
Proxy Voting Guidelines ,
Regulation S ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Swap Dealers ,
UK
On January 16, Securities and Exchange Commission Chair Mary Jo White announced that she has directed the SEC’s staff (Staff) to review Rule 14a-8(i)(9) promulgated under the Securities Exchange Act of 1934, which allows an...more
In this issue:
- SEC Chair Directs Staff to Review Commission Rule Excluding Conflicting Proxy Proposals
- SEC Comments on FINRA's Proposed Rule Amendment to Increase Pricing Disclosure
- CFTC Grants...more
1/26/2015
/ Broker-Dealer ,
Canada ,
CFTC ,
Class Action ,
Conflicts of Interest ,
European Securities and Markets Authority (ESMA) ,
Financial Industry Regulatory Authority (FINRA) ,
Forex ,
Hart-Scott-Rodino Act ,
Hong Kong ,
Mary Jo White ,
Mexico ,
Mining ,
Mortgages ,
NFA ,
OCC ,
Proposed Regulation ,
Proxy Access Rule ,
PSLRA ,
Scienter ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Threshold Requirements ,
Whole Foods
On December 22, 2014, Institutional Shareholder Services (ISS), a leading proxy advisory firm, released 20 FAQs on its new Equity Plan Scorecard (EPSC) and nine FAQs on its updated Independent Chair Policy, each of which will...more
In this issue:
- SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds
- ISS Releases FAQs on Equity Plan Scorecard and Independent Chair Policy
- FINRA Issues Annual Regulatory and...more
1/12/2015
/ CFTC ,
Chicago Mercantile Exchange (CME) ,
Equity Plans ,
Financial Industry Regulatory Authority (FINRA) ,
Futures Commission Merchants (FCMs) ,
Independent Boards ,
Institutional Shareholder Services (ISS) ,
JOBS Act ,
NASD ,
No-Action Relief ,
REIT ,
Securities and Exchange Commission (SEC) ,
Strategic Enforcement Plan
In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, the Delaware Court of Chancery denied the defendants’ motion to dismiss fraud-based claims made in connection with Great Hill’s acquisition of Plimus, a...more
In this issue:
- Delaware Chancery Court Declines to Dismiss Fraud Claims Against Private Equity Fund and Directors
- Agencies Amend Regulatory Capital and Liquidity Coverage Ratio Rules
- FINRA Proposes...more
12/22/2014
/ Affiliates ,
Banking Sector ,
Banks ,
Bitcoin ,
BitLicense ,
Capital Requirements ,
CFTC ,
CPOs ,
Financial Industry Regulatory Authority (FINRA) ,
Financial Institutions ,
Financial Markets ,
Fraud ,
Liquidity Coverage Ratio ,
Market Participants ,
NFA ,
Private Equity Funds ,
Push-Out Requirements ,
Recordkeeping Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Swaps ,
Whistleblower Protection Policies
The Securities and Exchange Commission recently published its agenda with respect to upcoming rulemaking, including rulemaking contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and...more