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

DAMITT 2017 Year in Review – Number of Significant Antitrust Merger Investigations Declines in the US and Europe But...

by Dechert LLP on

Fast Facts - The length of significant U.S. merger investigations climbed to an average of 10.8 months in 2017, a new DAMITT record, despite the number of investigations dropping by more than 20%. There are signs of a...more

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more

Day 23 of 31 Days to a More Effective Compliance Program-Updates and Feedback

by Thomas Fox on

One of the critical elements found in the Evaluation of Corporate Compliance Programs (Evaluation) is the need to use the information you obtain, whether through risk assessment, root cause analysis, investigation, hotline...more

SEC’s Mixed Guidance on Apple Environmental and Human Rights Shareholder Proposals Provides Clarification on CSR Proposals

Recent, seemingly disparate action by the Securities and Exchange Commission (SEC) with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder...more

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

BROKER-DEALER - FINRA Requests Comment on Proposed Amendments to FINRA Rule 4521 and New Supplemental Liquidity Schedule On January 8, the Financial Industry Regulatory Authority (FINRA) requested comment on proposed...more

Investment Services Regulatory Update - January 2018

by Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - SEC STAFF GUIDANCE AND ALERTS - Division of Investment Management Staff Issues Liquidity Risk Management Program FAQs - On January 10, 2018, the staff of the SEC’s...more

SEC and CFTC Enforcement Directors Issue Joint Statement Regarding Virtual Currency Enforcement Actions

by Goodwin on

On January 19, 2018, SEC Co-Enforcement Directors Stephanie Avakian and Steven Peikin and CFTC Enforcement Director James McDonald issued the following joint statement regarding virtual currency enforcement actions...more

Delaware Supreme Court Issues Significant Decision Addressing Board Compensation

In December 2017, the Delaware Supreme Court issued a significant decision addressing compensation for boards of directors. The opinion also addresses compensation of members of management who serve on the board of directors....more

How Will the SEC Operate in the Event of a Government Shutdown?

The US Securities and Exchange Commission (SEC) has issued an “Operations Plan Under a Lapse in Appropriations and Government Shutdown” (the Operations Plan), which details how the SEC will operate in the event of a...more

Potential SEC Shutdown: Frequently Asked Questions About the Impact on Capital Markets Transactions and Public Companies

The U.S. federal government shutdown that began Saturday has the potential to affect capital markets and public companies in far-reaching ways. While the Securities and Exchange Commission currently plans to operate fully...more

Potential SEC Shutdown Impact on Capital Markets Transactions and Public Companies - Frequently Asked Questions

by Morrison & Foerster LLP on

On Friday, January 19, 2018, the Securities and Exchange Commission (“SEC”) announced that “should there be a federal government shutdown after January 19, the SEC will remain open for a limited number of days, fully staffed...more

Potential SEC Shutdown: Frequently Asked Questions About the Impact on Capital Markets Transactions and Public Companies

by Latham & Watkins LLP on

On Friday, January 19, 2018, the Securities and Exchange Commission (SEC) announced that “should there be a federal government shutdown after January 19, the SEC will remain open for a limited number of days, fully staffed...more

FCPA Compliance Report-Episode 367, Jim Shields on using comedy for compliance training

by Thomas Fox on

Today I visit with James Shields, the Creative Director for Twist and Shout Communications, a UK company which creates training video using comedy as the touchstone. You can check out a selection of the company’s offerings on...more

Day 22 of 31 Days to a More Effective Compliance Program- Assessing Compliance Internal Controls

by Thomas Fox on

In the Evaluation, Under Prong 9 Continuous Improvement, Periodic Testing and Review, it stated "Control Testing - Has the company reviewed and audited its compliance program in the area relating to the misconduct, including...more

Day 21 of 31 Days to a More Effective Compliance Program-Continuous Improvement in a Compliance Program

by Thomas Fox on

Under Hallmark Nine of Ten Hallmarks of an Effective Compliance Program as articulated in the 2012 FCPA Guidance, it stated, "Finally, a good compliance program should constantly evolve. A company's business changes over...more

Day 20 of 31 Days to a More Effective Compliance Program-Responding to Investigative Findings

by Thomas Fox on

There is nothing like an internal whistleblower report about a FCPA violation, the finding of such an issue or (even worse) a subpoena from the DOJ to trigger the Board of Directors and senior management attention to the...more

UK Conduct Regulator Bans RBS Trader for Manipulation of Japanese Yen LIBOR

by Shearman & Sterling LLP on

The Financial Conduct Authority published a Final Notice in relation to Neil Danziger, a former RBS interest rate derivatives trader, in connection with his involvement in the manipulation of Japanese Yen LIBOR. The FCA...more

CFTC Proposes Interpretation of “Actual Delivery” for Virtual Currencies

by Latham & Watkins LLP on

The proposed interpretation would further clarify the CFTC’s jurisdiction over virtual currency platforms that facilitate retail commodity transactions. On December 15, 2017, the US Commodity Futures Trading Commission...more

BitConnect and the Advent of State Securities Enforcement Over ICOs

by Goodwin on

In the wake of the SEC’s clarifying guidance in Munchee regarding the application of the federal securities laws to initial coin offerings (“ICOs”), there has been increased activity among both federal and state regulators as...more

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Insurance for Cryptocurrencies: Tips for Maximizing Coverage

by Goodwin on

We share some practical tips and key considerations for cryptocurrency-related insurance issues below. Retain a Good Broker - An obvious starting point is choosing a well-regarded insurance broker with a deep bench of...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Small & Mid-Cap Public Company Update: 2018 Annual Report and Proxy Season Highlights

by Williams Mullen on

With 2017 being another active year for regulators and governance activists, Small & Mid-Cap Public Companies should be aware of the following changes and trends for the upcoming reporting season....more

Caveat Emptor: Are Lengthier EC Merger Reviews the New Norm?

As merger reviews become more thorough and document-intensive, companies planning to engage in global M&A deals in 2018 should factor potentially lengthier merger reviews by the European Commission (EC) into their deal...more

Double Jeopardy Argument Fails in Ponzi Fraud

by Bennett Jones LLP on

In R. v. Samji, 2017 BCCA 415 [Samji], the B.C. Court of Appeal decided that a $33-million administrative monetary penalty (AMP) assessed by the province’s Securities Commission against a person who had run a massive Ponzi...more

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