Corporate and Financial Weekly Digest - Volume X, Issue 4

In this issue:

- SEC Division of Corporation Finance Issues New C&DI Related to Resales Under Regulation S

- SEC Announces Proxy Voting Roundtable

- CFTC Staff Issues No-Action Relief From Certain Financial Reporting Requirements Applicable to Introducing Brokers

- CME Group Exchanges Revise Position Limit Rules

- NFA Announces New Filing Process for Swap Dealer and Major Swap Participant CCO Reports

- NFA Increases Minimum Security Deposits for Forex Transactions

- Bharara Appeals Second Circuit’s Decision Vacating Insider Trading Convictions

- Study Finds Executive Compensation Clawback Provisions Do Not Eliminate Possible Earnings Manipulation

- Retail Investment Advice: Clarifying the Boundaries and Exploring the Barriers to Market Development

- AIFM Directive Annex IV Reporting Delayed/Postponed in the Netherlands and the United Kingdom

- Fourth EU Money Laundering Directive Endorsed by European Parliament

- Excerpt from SEC Division of Corporation Finance Issues New C&DI Related to Resales Under Regulation S:

On January 23, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding the resale of securities under Regulation S of the Securities Act of 1933 (Securities Act), which provides an exclusion from the Securities Act’s registration requirements for offerings made outside of the United States of securities of US and foreign issuers. Specifically, C&DI 279.01 clarifies that the resale limitations under Rule 905 of Regulation S only apply to equity securities of issuers that were “domestic issuers” (as such term is defined under Rule 902 of Regulation S) at the time of the issuance of such securities. Accordingly, a holder of restricted securities that were acquired from a foreign private issuer that, following such acquisition, no longer qualifies as such, may resell such securities offshore pursuant to Rule 904 of Regulation S without regard to Rule 905.

Please see full Newsletter below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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