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

Delaware Court Of Chancery Rejects Books-And-Records Demand Driven By Entrepreneurial Counsel

by Shearman & Sterling LLP on

On November 13, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery rejected a stockholder’s demand to inspect books and records of A. Shulman, Inc. (the “Company”) under Delaware General Corporation Law...more

EU Authority Acts on New Third-Country Endorsement and Equivalence Regime for Credit Ratings

by Shearman & Sterling LLP on

The European Securities and Markets Authority has published updated Guidelines on the application of the endorsement regime and Technical Advice on the equivalence of certain third-country legal and supervisory frameworks...more

FCA Confirms Reform to the UK IPO Process

by Latham & Watkins LLP on

The new rules are designed to improve the availability of information during the UK IPO process. Key Points: ..New rules will be introduced from 1 July 2018 to change the timing and sequencing of the availability of...more

Private Funds and Managers – Navigating Broker-Dealer Requirements

by Foley & Lardner LLP on

When looking to raise capital, broker-dealer compliance may not be at the forefront of a private fund manager’s mind. However, engaging individuals (including the fund manager’s employees) or firms to identify, introduce or...more

Legal Considerations in Pre-IPO Crossover Financings

by WilmerHale on

An increasingly common financing strategy for companies expecting to conduct an initial public offering (IPO), particularly in the life sciences space, is to conduct a ‘‘crossover’’ financing shortly prior to the IPO....more

Investment Services Regulatory Update - November 2017

by Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - SEC Staff Issues No-Action Letters to Facilitate Cross-Border Compliance with the Research “Unbundling” Provisions of the European...more

ISS Announces 2018 Updates to US Proxy Voting Guidelines

Proxy advisory firm Institutional Shareholder Services (ISS) recently announced updates to its U.S. proxy voting guidelines for the 2018 proxy season. Although the updates are not likely to have a significant impact on 2018...more

Is ISS A Board Declassification Denier?

by Allen Matkins on

Institutional Shareholder Services (aka ISS) recently published its 2018 Americas Proxy Voting Guidelines Update. Among other changes, ISS will now recommend a vote against or withhold from the entire board of directors...more

SEC Claims Individual, Firm Engaged In Unregistered Dealer Business

by Dorsey & Whitney LLP on

The Commission’s recently released report on the Enforcement Division identified retail investors and cyber as key areas of emphasis for Enforcement under Chairman Clayton. Examples of the retail focus are actions involving...more

ISS Issues 2018 Voting Policies Update

by King & Spalding on

On November 16, 2017, Institutional Shareholder Services (“ISS”) issued its updated proxy voting guidelines for the upcoming 2018 proxy season. Notable updates applicable to U.S. companies include new or revised policies:...more

Summary of ISS 2018 Americas Proxy Voting Guidelines Specific to US Public Companies

by Morgan Lewis on

The updated ISS guidelines are effective for meetings on or after February 1, 2018. On November 16, 2017, Institutional Shareholder Services (ISS) published its 2018 Americas Proxy Voting Guidelines Updates. The following...more

The Short Field Guide to IPOs - November 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,...more

Blog: 2017 Audit Committee Transparency Barometer from the Center for Audit Quality shows continued increase in enhanced...

by Cooley LLP on

Earlier this month, the Center for Audit Quality together with Audit Analytics posted their annual Audit Committee Transparency Barometer, which measured the quality of proxy disclosures regarding audit committees among...more

SEC Enforcement: Another Look At Last Fiscal Year

by Dorsey & Whitney LLP on

The SEC published its statistics for the last fiscal year in a glossy report centered on a discussion of the new retail/cyber focus of the Enforcement Division. Statistics are not the sole measure of success the agency...more

Corporate and Financial Weekly Digest, Featuring Topics on Broker/Dealer, Derivatives, CFTC and UK/EU Developments

by Katten Muchin Rosenman LLP on

BROKER-DEALER - FINRA Releases New Targeted Exam Letter Regarding Order Routing Conflicts - On November 10, the Financial Industry Regulatory Authority released the contents of a new Order Routing Conflicts targeted...more

Corporate Finance Alert: 2018 SEC Filing Deadlines for Companies With December 31, 2017 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2018. Companies also should be mindful of the 2018 financial statement “staleness” dates (when financial...more

Does Your D&O Policy Cover Government Investigations?

by Reed Smith on

Policyholders need to be aware of a recent Tenth Circuit decision, MusclePharm Corp. v. Liberty Insurance Underwriters, Inc. No. 16-1462, 2017 WL 4675701 (October 17, 2017), which calls into question whether and when a D&O...more

Day 14 of One Month of 360 Degrees of Communication in Compliance- Twitter and 360 Degrees of Communication

by Thomas Fox on

One of the ways that CCOs and compliance practitioners can better use 360-degrees of communication is through Twitter. In “How Twitter Users Can Generate Better Ideas”, authors Salvatore Parise, Eoin Whelan and Steve Todd...more

SEC Provides Greater Deference to Public Company Boards

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I(CF), which articulates important interpretive guidance relating to shareholder proposals submitted to public companies for...more

SEC Issues Additional Guidance Related to Shareholder Proposals

by BakerHostetler on

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB...more

Seven Individuals Charged with FCPA Criminal Violations

by Michael Volkov on

In a watershed week for FCPA enforcement, the US Department of Justice announced FCPA criminal charges against seven individuals. Specifically, the Justice Department announced four guilty pleas and one indictment as follow...more

House Committee Approves Bills that Would Repeal Conflict Minerals and Mine Safety Disclosure Requirements

by White & Case LLP on

On November 15, 2017, the House Financial Services Committee (the "Committee") approved two pieces of legislation that would repeal the conflict minerals and mine safety and health disclosure requirements promulgated under...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 8

Sales of VIX-Linked ETPs – Back to Basics for FINRA - FINRA used a misselling case to remind member firms of certain fundamentals, including the importance of implementing a new product approval process, reasonable...more

Many Paths for IPO Submissions

The following chart highlights the alternatives for EGCs and non-EGCs and now the three paths for FPIs pursuing IPOs....more

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

by Bass, Berry & Sims PLC on

In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

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