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General Business Securities

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.

SEC Committee Advocates for Summary Mutual Fund Shareholder Reports

by Carlton Fields on

On December 7, the Investor Advisory Committee of the Securities and Exchange Commission (SEC) adopted a recommendation that the SEC seriously explore the development of a summary disclosure document for mutual fund companies...more

SEC Exam Staff: “Surprise, We’re Back”

by Carlton Fields on

In August, Kevin Kelcourse, the associate director for examinations at the SEC’s Boston Regional Office, confirmed that his office has been making "surprise" examination visits to registered advisers in the region. ...more

Key terms in UK and US M&A deals

by DLA Piper on

Over the past ten years, it’s not been uncommon for the UK to report a trade surplus with the US, and simultaneously, the US to report a trade surplus with the UK....more

Did Santa Give the Insurance Industry a Lump of Coal or a Diamond in the Rough? The Proposed Suitability and Best Interest...

by Carlton Fields on

As reported in our November 28 client alert, the National Association of Insurance Commissioners’ (NAIC) Annuity Suitability Working Group (Suitability WG) circulated the proposed Suitability and Best Interest Standard of...more

The Ghosts of Christmas Past, Present, and Future Haunt Insurers’ Use of Big Data and Algorithmic Tools

by Carlton Fields on

Watching as legislators, regulators, and policymakers’ consider what changes, if any, are necessary for insurers’ use of big data and algorithmic tools, is like being visited by the Ghosts of Christmas Past, Present, and...more

FASB to Revise Accounting for Tax Act

FASB received unsolicited input from banks and insurance companies and related trade groups on the accounting for what is referred to as the Tax Cuts and Jobs Act. Based on the input, FASB has tentatively decided to revise...more

The DOL Fiduciary Rule: Charting a Course, Avoiding Collisions & Potential Litigation Q&A #4 - Q&As on Annuity Sales Practices,...

by Carlton Fields on

For the past several months, we have written about potential litigation issues under the “revised temporary” DOL Rule involving the offer and sale of annuities in the IRA market. This article continues that discussion. ...more

Capital Markets & Public Companies Quarterly: 2018 Proxy Season Pointers, Disclosing the “Tax Cuts and Jobs Act,” Shareholder...

by McDermott Will & Emery on

The end of a year and beginning of the next generally starts the countdown to the public company proxy season. But before moving into 2018, registrants would be well served by first looking back to the guidance that came out...more

Regulators Continue to Scrutinize Initial Coin Offerings

by Carlton Fields on

As reported in the most recent issue of Expect Focus, the SEC issued an investigative report in July cautioning market participants that distributed ledger (blockchain) technology-based offers and sales of digital "tokens" or...more

Delaware Court of Chancery Extends Business Judgment Deference to Controller-Driven Stock Reclassification Transaction

by Polsinelli on

Recent Delaware court decisions have underscored the value of procedural safeguards in controlling stockholder transactions—which, at least when involving minority freeze-outs, historically were subject to entire fairness...more

IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock Transfers

by Fenwick & West LLP on

This client alert is intended to remind you of certain 2017 year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees or former...more

Financial Services Quarterly Report - Fourth Quarter 2017: UK Asset Managers, Brexit Planning and Supervisory Convergence

by Dechert LLP on

Following the UK’s decision to leave the EU, asset management firms of all types and sizes will need to conduct a thorough analysis to understand the potential impact of Brexit. To date, this has been something of a difficult...more

More Of An SRO - FINRA Unveils Its Priorities For 2018

On January 8 the Financial Industry Regulatory Authority (FINRA) published its Annual Regulatory and Examination Priorities Letter, which highlights key areas of focus for FINRA in the coming year. ...more

Understanding the Standard of Care for Broker-Dealers and the Department of Labor’s Fiduciary Rule

Until recently, broker-dealers operating in the United States weren’t subject to a fiduciary standard when dealing with their retail clients. The passage of the Dodd-Frank Act in 2010 included a provision enabling the...more

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

by Pepper Hamilton LLP on

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Times explores the $27 billion in fixed-income-trading income that has seeped out of Wall Street over the past 5 years thanks to “a combination of tough regulations, new technologies, calm markets and changing customer...more

The Impact of the EU Requirement to ‘Unbundle’ Research Costs

by Carlton Fields on

A recent European Union (EU) directive prohibits certain investment managers from receiving securities research whose cost is "bundled" together with broker-dealers’ costs of effecting securities transactions directed by the...more

Orrick's Financial Industry Week In Review

Chairman Giancarlo Statement on Virtual Currencies - On January 4, 2018, the Commodity Futures Trading Commission (CFTC) Chairman, J. Christopher Giancarlo, issued a statement on virtual currencies. "The CFTC's Market Risk...more

Initial Coin Offerings and Cryptocurrencies Will be a Priority for FINRA in 2018

In a ten page letter that previews the Financial Industry Regulatory Authority’s (FINRA) priorities for 2018, initial coin offerings (ICOs) and transactions involving cryptocurrencies....more

Financial Regulatory Developments Focus - January 2018

by Shearman & Sterling LLP on

In this week's newsletter, we provide a snapshot of the principal US, European and global financial regulatory developments of interest to banks, investment firms, broker-dealers, market infrastructure providers, asset...more

Third Time Is the Charm: Class Certified in DMF-Related Shareholder Suit

by Carlton Fields on

In City of Westland Police & Fire Retirement System v. MetLife, the plaintiffs allege that the insurer overstated its earnings because it did not hold sufficient reserves for death benefit claims on group life insurance...more

The Continuing Representation Doctrine Does Not Apply to Fraud Allegations

by Carlton Fields on

In Messmer v. KDK Fin. Serv. Inc., an individual action involving alleged fraud in connection with the sale and surrender of deferred annuities to a senior, the Indiana Court of Appeals refused to extend the doctrine of...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

In naming Gregory Abel and Ajit Jain vice chairs, Berkshire Hathaway took another big step this week in laying out LAWB (Life After Warren Buffet)....more

Delicate FINRA Balancing Act: To Self-Report or Not?

by Carlton Fields on

FINRA Rule 4530(a) requires member firms to promptly report certain enumerated events. Rule 4530(b) is less specific, with supplemental guidance advising that a firm should report when it concludes or reasonably should have...more

Failure to Supervise Selling Away Arbitrable as “Connected with Business”

by Burr & Forman on

The Sixth Circuit recently affirmed that failure-to-supervise claims against a brokerage firm over outside business activities it knew nothing about nevertheless were arbitrable under FINRA Rule 12200(2) as “arising in...more

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