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Contract Terms Securities Regulation

Carlton Fields

Investment Adviser Hedge Clauses: A Suitable Tool to Limit Liability or an SEC Enforcement Red Flag?

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A “hedge clause,” when incorporated into an investment advisory agreement, is designed to limit an adviser’s liability to its advisory client. Even carefully worded hedge clauses, however, can attract unwanted SEC enforcement...more

King & Spalding

VSOPs – the End of Bad Leaver Clauses in Germany?

King & Spalding on

Virtual Stock Option Plans (VSOPs) are a common tool used by companies to incentivize employees by linking part of their compensation to the company’s long-term success. Unlike traditional stock options, VSOPs do not grant...more

Winstead PC

SEC Renewed Action on Hedge Clauses

Winstead PC on

Hedge clauses are provisions in investment advisory agreements that aim to limit an adviser’s liability for certain actions or outcomes. The U.S. Securities and Exchange Commission (the “SEC”) has expressed the position that...more

Morris James LLP

Chancery Enforces Parties’ Agreement to Specific Enforcement for Breach of Preemptive Rights Provision

Morris James LLP on

L-5 Healthcare Partners, LLC v. Alphatec Holdings, Inc., C.A. No. 2019-0412-NAC (Del. Ch. Aug. 21, 2024) - In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a...more

Jones Day

Delaware Court Rejects Application of D&O Policy's "Bump-Up" Exclusion to Securities Claim Settlement

Jones Day on

In a significant victory for policyholders, the Delaware Superior Court rejected three insurers' attempts to apply their Directors and Officers Liability ("D&O") policies' so-called "bump-up" exclusion to bar coverage for...more

Bennett Jones LLP

Considering Australian Securities Law When Drafting Arrangement Agreements to Acquire Australia-Based Companies

Bennett Jones LLP on

As a recent decision by the Australian Takeovers Panel (Panel) has confirmed, Canadian issuers looking to complete a merger or strategic transaction with an Australian counterparty in a Canadian plan of arrangement, subject...more

Dinsmore & Shohl LLP

SEC Enforcement Orders Issued for Employment & Separation Agreement Terms

Dinsmore & Shohl LLP on

The SEC issued enforcement orders against three companies for including terms in their employment and separation agreements that violated Rule 21F-17(a) of the Securities Exchange Act of 1942, commonly known as the...more

Mayer Brown Free Writings + Perspectives

Top 10 Practice Tips: Comfort Letters - August 2022

This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter...more

Stinson LLP

SEC Increases Qualified Client Threshold

Stinson LLP on

In an order effective August 16, 2021, the Securities and Exchange Commission (SEC) increased the dollar amount tests in the "qualified client" definition under Advisers Act Rule 205-3....more

Polsinelli

Court Provides Additional Guidance On When Notes Are Not Securities - The Kirschner Case

Polsinelli on

The loan market breathed an immense sigh of relief this spring with the ruling in Kirschner v. JPMorgan Chase Bank, N.A. 1 (“Kirschner”) affirming the prevailing market view that notes representing syndicated loans are not...more

Cadwalader, Wickersham & Taft LLP

Kirschner Decision—Implications for CLOs and Syndicated Loans

On May 22, 2020, Judge Paul G. Gardephe of the U.S. District Court for the Southern District of New York granted a motion to dismiss in Kirschner v. JPMorgan Chase Bank, N.A., finding, inter alia, that the syndicated loans at...more

Morgan Lewis

COVID-19 Response in France: Legal Measures Adopted in Various Fields

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The French government has been adopting a series of legal measures in response to the coronavirus (COVID-19) pandemic. The French Parliament voted on a law responding to the epidemic on 23 March (the Bill). ...more

Akin Gump Strauss Hauer & Feld LLP

Energy Companies Contemplating Repurchase of Discounted Debt Should Carefully Analyze Corporate, Securities Law and Tax...

As the economic turbulence associated with the downturn in commodity prices and the outbreak of COVID-19 continues, many energy companies may find their debt trading at significant discounts. For companies trying to manage...more

Herbert Smith Freehills Kramer

SEC Accuses Issuer and CEO of Violating Whistleblower Protection Laws to Silence Investor Complaints

On Nov. 4, 2019, the Securities and Exchange Commission (SEC) filed an amended complaint against Collectors Café and its CEO, Mykalai Kontilai, to add charges against defendants for alleged violations of whistleblower...more

Farrell Fritz, P.C.

Telegram TRO Sends Strong Message to Digital Token Issuers

Farrell Fritz, P.C. on

On October 11, 2019, the Securities and Exchange Commission (the “Commission”) announced it filed a complaint and obtained a temporary restraining order against Telegram Group Inc. and its wholly-owned subsidiary TON Issuer...more

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