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

the Where are the Chickens? edition

by Thomas Fox on

In this episode, Jay Rosen and myself take a look at some of the top compliance stories over the past week. 1. The Supreme Court narrows the definition of who is a whistleblower in Digital Realty v. Somes. 2. Banks...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Supreme Court handed down its decision in Digital Realty Trust this week, rejecting the SEC’s interpretation of the anti-retaliation provisions of Dodd-Frank. Specifically, the Court construed the provisions in accord...more

Supreme Court Rules on Whistleblower Protection Case: Don’t Lose Focus on What Really Drives External Reporting

by NAVEX Global on

In an expected ruling, the Supreme Court held that Dodd-Frank’s anti-retaliation provision does not extend to an individual who has not reported a violation of the securities laws to the SEC. The court signaled this outcome...more

Dodd-Frank Whistleblowers Must Have Reported to SEC

by Burr & Forman on

In a triumph of positive statutory law over Chevron deference to the administrative state, the unanimous Supreme Court held this week that Dodd-Frank whistleblower protections require SEC reporting, because the statute...more

Supreme Court Ruling Narrows Dodd-Frank Whistleblower Definition

by Franczek Radelet P.C. on

In 2010, as part of the sweeping regulatory reforms of the Dodd-Frank Act, which was passed in the wake of the 2008 financial meltdown, Congress expanded whistleblower protections provided to employees who report SEC...more

Investment Funds Update Europe - Legal and regulatory updates for the funds industry from the key asset management centres and...

by Dechert LLP on

Implementation of MiFID - The FSMA issued on 18 July 2017 a communication (the “Communication”) on the preparation for the entry into force of the Directive 2014/65/EU on Markets in Financial Instruments (“MiFID II”). Such...more

US Supreme Court Ruling Tightens The Reins On Dodd-Frank Whistleblower Retaliation Claims

by Carlton Fields on

The U.S. Supreme Court dealt a blow to prospective whistleblowers in Digital Realty Trust Inc. v. Somers (February 21, 2018), making it more difficult to bring a retaliation claim under the Dodd-Frank Wall Street Reform and...more

Whistle? Supreme Court Narrows Whistleblower Protection for Reporting SEC Violations

If you report a suspected SEC violation to your company, but not to the SEC, are you a protected whistleblower? Not according to the Supreme Court’s decision resolving a circuit split on who is entitled to Dodd-Frank’s...more

Delaware Chancery Court in Aruba Appraisal Finds Fair Value to be the Pre-Announcement Market Price: 30% Below Deal Value

by Morrison & Foerster LLP on

In 2015, Hewlett Packard acquired Aruba for a negotiated price of $24.67 per share, or about $2.8 billion. Several stockholders sought appraisal. On February 15, the Delaware Court of Chancery found that, for purposes of...more

Swiss Regulator Publishes ICO Guidelines

by Latham & Watkins LLP on

The Swiss Financial Market Supervisory Authority (FINMA) has published a set of guidelines, setting out how it intends to apply its financial markets legislation in the context of initial coin offerings (ICOs). Despite the...more

Financial Regulatory Developments Focus - February 2018 #3

by Shearman & Sterling LLP on

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

Impact of the Tax Cuts and Jobs Act on the Real Estate Industry

by Shearman & Sterling LLP on

On December 22, 2017, H.R.1, commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. The Tax Act made the most significant changes to the U.S. tax code since 1986, and will have an effect on...more

Did The SEC Violate The APA In Publishing Its Statement And Guidance on Cybersecurity Disclosures?

by Allen Matkins on

The federal Administrative Procedure Act is both straightforward and general. It defines a "rule" as "the whole or a part of an agency statement of general or particular applicability and future effect designed to implement,...more

SEC Announces Self-Reporting Initiative On Investment Adviser Share Class Selection

On February 12, 2018, the U.S. Securities and Exchange Commission (“SEC”) Enforcement Division announced a new initiative in its continued effort to seek reimbursement for clients of fee-based investment advisers which failed...more

SEC Staff Grants a Closed-End Fund No-Action Relief Under Rule 486(b) Covering Securities Other Than Common Stock

by Dechert LLP on

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC or Commission) on February 14, 2018 issued a no-action letter (Letter) that would specifically permit the...more

U.S. Securities and Exchange Commission Updates Cybersecurity Disclosure Guidance - Agency Continues to Prioritize Cybersecurity...

by Holland & Knight LLP on

• The U.S. Securities and Exchange Commission (SEC) released, on Feb. 21, 2018, updated guidance regarding public company cybersecurity disclosures. The guidance updates the Commission's 2011 non-binding guidance and...more

New Competition Act and Investment Canada Act Review Thresholds Announced for 2018

by Bennett Jones LLP on

On February 9, 2018, the Competition Bureau announced the 2018 size of transaction pre-merger notification threshold under the Competition Act would increase to $92 million (the 2017 threshold was $88 million). Acquisitions...more

Supreme Court Clarifies Dodd-Frank Whistleblower Provision

by Dechert LLP on

In a decision with substantial implications for Securities and Exchange Commission ("SEC" or "Commission") enforcement, on February 21, 2018, the U.S. Supreme Court unanimously narrowed the scope of anti-retaliation...more

If You Didn’t Report, You Can’t Retort: Supreme Court Limits Dodd-Frank Remedy to External Whistleblowers

by Zuckerman Spaeder LLP on

Tell the Securities and Exchange Commission (SEC). That’s the message the United States Supreme Court sent to whistleblowers with its decision yesterday in Digital Realty Trust, Inc. v. Somers....more

BlackRock Publishes Updated Proxy Voting Guidelines

by White & Case LLP on

BlackRock, Inc. ("BlackRock") recently published its updated "Proxy Voting Guidelines for US Securities". Consistent with BlackRock's recent communications related to its investment principles, the guidelines emphasize...more

Blockchain and Quantum Computing

2018 promises great inroads in the realm of “quantum computing.” While conventional computers use binary data or bits (i.e., 0s and 1s) to store and process information (a bit can either store a 0 or 1), a quantum computer...more

Supreme Court Narrowly Interprets “Whistleblower” under Dodd-Frank, Foreclosing Protections for Those Who Fail to Report Issues to...

The Supreme Court has resolved a circuit split on whether Dodd-Frank’s whistleblower protections apply only to employees who report their concerns to the Securities and Exchange Commission (SEC). On Wednesday, in Digital...more

SEC Updated Guidance on Cyber Disclosure by Publicly Traded Companies in a Digitally-Connected World

by White and Williams LLP on

...The Securities and Exchange Commission (the “Commission”) Wednesday announced updated cybersecurity guidance for public companies. This guidance reinforces the Division of Corporation Finance guidance issued in October...more

U.S. Supreme Court Narrows Dodd-Frank Act Whistleblower Protections

by Jackson Lewis P.C. on

The anti-retaliation provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 protects only employees who complain directly to the Securities and Exchange Commission (SEC), the U.S. Supreme Court has...more

Justices Say Dodd-Frank’s Whistleblower Protections Cover Only Those Who Report To SEC

by Fox Rothschild LLP on

In a unanimous ruling that narrows the class of would-be whistleblowers under the Dodd-Frank Act, the U.S. Supreme Court held that the statute requires whistleblowers to first report potential securities violations to the SEC...more

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