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

Recent SEC Enforcement Actions and Public Statement in the Blockchain Space

by McDermott Will & Emery on

The SEC has recently taken significant public steps in the regulation of token sales (popularly known as initial coin offerings, or ICOs) relating to blockchain. While the SEC Guidance provides clarity for critical points and...more

Sale Of Shares At Sheriff’s Sale May Constitute Conversion

by Allen Matkins on

One might expect that a sheriff’s sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor. A California Court of Appeal, however, has ruled that it could....more

Delaware Supreme Court Reverses Dell Appraisal Decision

The Delaware Supreme Court has reversed the Court of Chancery’s appraisal decision in Dell, Inc. v. Magnestar Global Event Driven Master Fund Ltd. et al. The Chancery Court had found that fair value was 28% above the deal...more

Orrick's Financial Industry Week In Review

FRB Requests Public Comment on Proposal to Amend Regulation A - On December 4, 2017, the Federal Reserve Board ("FRB") requested public comment on a proposal to amend Regulation A to make certain technical adjustments,...more

Director Discretionary Compensation Awards Tested by Entire Fairness Standard According to Delaware Supreme Court

The Delaware Supreme Court found in In re Investors Bancorp Stockholders Litigation that director equity grants based on director discretion are subject to an entire fairness standard of review. ...more

New FINRA Rules Address Elderly Abuse

by Burr & Forman on

On February 5, 2018, FINRA will enact two rules to assist brokers with addressing financial exploitation of the elderly. Statistically, the elderly have a 1 in 20 chance of being a victim of financial exploitation. ...more

SEC Announces Delay in Form N-PORT Filing Requirements

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC) on December 8, 2017 issued a temporary final rule (Temporary Rule) that provides a nine-month delay to the dates by which certain registered investment companies (funds) must...more

When Does Software Become Securities?

The SEC Munchee Order and Chairman’s Statement - On December 11, 2017, the U.S Securities and Exchange Commission (“SEC”) issued a cease and desist order (“Order”) against Munchee, Inc.’s (“Munchee”) $15 million Initial...more

NYSE Proposes to Modify Rules Regarding Delivery of Proxy Materials to Exchange

The NYSE has filed a proposed rule with the SEC to amend the NYSE Listed Company Manual to modify requirements with respect to delivery of proxy materials to the NYSE. ...more

SeaWorld Shareholders See Red After World Sees Blackfish

by Carlton Fields on

A California District Court granted certification to a group of SeaWorld investors in a shareholder securities fraud case following the release of the documentary “Blackfish.” ...more

CFIUS for Europe? New Screening of Foreign Direct Investments in Europe

On September 13, 2017, the EU Commission released a proposed regulation establishing a framework for screening Foreign Direct Investments (FDI) in Europe. Several EU Member States have already implemented national mechanisms...more

Pay Ratio Disclosure for the Upcoming Proxy Season

by Pepper Hamilton LLP on

This upcoming proxy season, most public companies will be required to include disclosure under Item 402(u) of Regulation S-K (Pay Ratio) for the first time. The Pay Ratio rule was introduced by the Dodd-Frank Wall Street...more

SEC Takes $15 Million Bite Out of an ICO

The SEC issued a cease and desist order against Munchee’s $15 million ICO, opining that the tokens were securities for which no there was registration statement filed or in effect with the Commission nor a qualifying...more

The Financial Report, Vol. 6, No. 22

by DLA Piper on

Discussion and Analysis - As we draw toward the close of another year, we always like to take a moment to reflect. This is our last issue of 2017, our sixth year of publication. It hardly seems possible it has been that...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Crowdfunding site Indiegogo is hoping that a bold move—as one of the first mainstream companies to do so— into the roller-coaster world of ICOs will help make the offerings more palatable for small and large investors....more

MIFID II: Performing Investment Services and Activities by Institutions Based in Third Countries in Italy

The performance of investment services and activities by entities established in third countries in Italy is becoming an increasing concern among specialized operators for the obvious reason, which will be discussed...more

The Best Defense Is A Good Offense: FCPA Corporate Enforcement Policy Cements Importance Of Compliance Programs

The Department’s revised FCPA Corporate Enforcement Policy—which will be incorporated into the United States Attorneys’ Manual—builds on and makes permanent the Department’s 2016 FCPA Pilot Program....more

Asset Management Regulatory Roundup - December 2017 - Issue 12

by Dechert LLP on

A compact summary of the most recent regulatory and tax developments relevant to the UK asset management industry. This issue includes details of the FCA’s stance on the reporting of cyber attacks; the Government’s opinion on...more

SEC Brings Enforcement Action for Inadequately Documented Perks but Does Not Impose Penalty

The SEC charged a biopharmaceutical company with committing a series of accounting controls and disclosure violations, including the failure to properly report as compensation millions of dollars in perks provided to its...more

Crowdfunding 101

by LeClairRyan on

“Crowdfunding” offers an option to startups and small businesses to raise capital, although it is a greatly misunderstood and misused term. It refers to the pooling of money from a crowd for the funding of a project or...more

SEC Approves Changes to NYSE Rules for After-Hours News Releases

by Stinson Leonard Street on

The SEC has approved the NYSE’s proposal to amend Section 202.06 of the Listed Company Manual to prohibit listed companies from issuing material news after the official closing time for the NYSE’s trading session until the...more

DOJ sides with Lucia against the SEC in dispute over whether ALJs are inferior officers

by Ballard Spahr LLP on

The Supreme Court is considering a cert petition requesting that it hear the Lucia case, which we have blogged about extensively due to its potential impact on the outcome of the PHH case. Significantly, the DOJ recently...more

Investing Intelligently in an E-Commerce Company: Challenges & Potential Innovations

by Dentons on

By 2027, Singapore’s e-commerce market is predicted to grow five-fold – to at least US $5.4 billion (S$7.5 billion), according to a study by Google and Temasek Holdings. E-commerce markets in other parts of Asia are also...more

Court of Federal Claims Rejects SBA Decision that Future Conditional Restriction on Stock Ownership Destroys “Unconditional...

Veteran-owned small businesses have long grappled with seemingly benign drafting inconsistencies between Small Business Administration (SBA) and Department of Veterans Affairs (VA) regulations that can leave a business...more

SEC Halts Initial Coin Offering; Chair Clayton Speaks

Munchee Inc., a California-based company selling digital tokens to investors to raise capital for its blockchain-based food review service halted its initial coin offering (ICO) after being contacted by the SEC. Munchee Inc....more

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