In this issue:

- Section 16(b) Decision Provides Important Guidance

- FINRA Requests Comment on Proposed Amendments to Rules Governing Communications With the Public

- Form BE-10 Filing Deadline Looms

- CFTC Announces Agenda For Upcoming Market Risk Advisory Committee Meeting

- CFTC Proposes to Exempt Certain Southwest Power Pool Transactions

- CFTC Staff Issues No-Action Letters Relating to Swaps Trading Platforms in Australia

- Massachusetts Federal Court Denies Motion to Dismiss Insider Trading Indictment

- Delaware Chancery Awards Attorneys’ Fees Without Finding Damages

- OCC Issues Final Rule to Integrate Licensing Rules for National Banks and Federal Savings Institutions

- The CSMAD: Forthcoming Changes to EU Market Abuse and Insider Dealing Rules

- European Commission Launches Review of EMIR

- Excerpt from Section 16(b) Decision Provides Important Guidance:

A recent opinion by the US District Court for the Southern District of New York denying a motion to dismiss “shortswing” profit claims under Section 16(b) of the Securities Exchange Act of 1934 against members of an alleged greater than 10 percent group under Section 13(d) provided some important guidance for securities practitioners. The plaintiff in Greenberg v. Hudson Bay Master Fund Ltd., 2015 BL 140759, S.D.N.Y., 14 cv 5226 (DLC), (May, 12 2015), alleged that the defendants, shareholders of WPCS International Inc., had formed a Section 13(d) “group” that collectively owned more than 10 percent of WPCS common stock and then realized short-swing profits within a six –month period in violation of Section 16(b). The plaintiff inferred the formation of the group through (1) the defendants’ participation in a private financing transaction involving WPCS and (2) their subsequent sale of a jointly owned business to WPCS. In denying the defendants’ motion to dismiss, the District Court said that a group could be found to have been formed by the shareholders in connection with their sale of a jointly owned business to WPCS. However, the District Court also ruled that the defendants’ participation in the same private financing was not, in and of itself, an adequate basis to find the existence of a group. The District Court noted that the use of a single agreement to cover all purchasers in a private placement is not unusual and that courts have routinely rejected the argument that transaction documents granting investors parallel rights and obligations create an inference that a group was formed. The District Court emphasized specific provisions included in the transaction documents asserting that the rights of the parties were separate and that the use of a single document was for the convenience of the issuer and should not create a presumption that the buyers were acting in concert.