The issue of whether receipts from the sale of securities should be included in the franchise tax apportionment factor on a gross or net basis may be heard by the Texas Supreme Court after all. There are two cases, Citgo...more
On March 23, 2020, the Board of Governors of the Federal Reserve System (the “Board of Governors”) announced the implementation of a new Term Asset-Backed Securities Loan Facility (“TALF 2.0”) in order to provide liquidity...more
Nasdaq has proposed new Rule 5120 permitting Nasdaq to halt trading in a security and request information from the company regarding the number of unrestricted publicly held shares when Nasdaq observes unusual trading...more
Lenders and other constituencies will under certain circumstances request and be granted “board observer” rights pursuant to a loan agreement or other contract. The potential legal liability of board observers under various...more
On August 9, 2019, in a unanimous decision (written by a former bankruptcy judge), the Eighth Circuit Court of Appeals affirmed the confirmation of the Peabody Energy Chapter 11 plan (“Plan”) with a prominent backstopped...more
In this year’s priorities letter identifying the areas of focus for FINRA examinations during the year, FINRA notes that it will review online distribution platforms. Specifically, the letter notes that some firms are...more
On September 11, 2018, Judge Raymond J. Dearie of the U.S. District Court for the Eastern District of New York issued a new decision in U.S. v. Zaslavskiy, No. 1:17-cr-00647-RJD-RER, Dkt. No. 37 (E.D.N.Y. Sept. 11, 2018),...more
On July 18, 2018, the Securities and Exchange Commission issued a concept release soliciting public comment on potential ways to modernize compensatory offerings and sales of securities, consistent with investor protection. ...more
In recent years, financial regulators have increasingly taken enforcement action against chief compliance officers (CCOs) and others in compliance oversight roles, rather than just against their employers....more
Bass, Berry & Sims attorney Chris Lazarini commented on a case in which the plaintiff claimed Merrill Lynch acted improperly in selling shares held as collateral for a loan when plaintiff had not defaulted on the loan. The...more
As we have discussed in prior Bulletins, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state securities laws, any offer and sale of a security must be registered with the Securities and Exchange...more