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Securities Exchange Act › Due Diligence

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Dechert LLP

Securities and Derivative Litigation: Quarter 3 2022 Update

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In this edition of Dechert’s Securities & Derivative Litigation Quarterly Update, we examine: (1) the Delaware Court of Chancery’s latest post-trial decision showing how the special committee process is critical in the...more

Fenwick & West LLP

SEC’s New Guidance on Liability Risks Likens SPACs to IPOs

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John Coates, Acting Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), issued a public statement providing insight into the SEC’s views on the application of federal...more

Hinshaw & Culbertson LLP

FINRA Releases Annual Report Addressing Areas of Examination Focus for 2021

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The Financial Industry National Regulatory Authority (FINRA) announced its 2021 report on FINRA's examination and risk monitoring program on February 1, 2021. According to FINRA, the report combines and replaces two of their...more

Foley & Lardner LLP

Beyond Bunny Hugging: ESG, Investor Expectations and Reporting Trends

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This paper attempts to provide a definition and context for the term, Environmental, Social and Governance (“ESG”), explain how and why it is used, demonstrate how investors are driving the proliferation of ESG reporting,...more

Goodwin

OCC Proposes Rules for CRA Benchmarks and Fair Access

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In the News. The Office of the Comptroller of the Currency (OCC) issued a long-awaited rule seeking comment on its proposed approach to determine the Community Reinvestment Act (CRA) evaluation measure benchmarks, retail...more

McCarter & English, LLP

Finders Keepers

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SEC Proposes to Allow Finders to Receive Transaction-Based Compensation in Certain Limited Circumstances Without Having to Register as a Broker-Dealer- In an effort to help small and emerging businesses raise capital, the...more

Proskauer Rose LLP

TALF Program Update: Master Loan and Security Agreement and Updated FAQs

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On May 20, 2020, the Federal Reserve Bank of New York (the “New York Fed”) released the form of Master Loan and Security Agreement (“MLSA”) that will govern loans issued under its Term Asset-Backed Loan Facility (“TALF”) and...more

Eversheds Sutherland (US) LLP

SEC warns investors about initial exchange offerings

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Recently, the U.S. Securities and Exchange Commission (SEC) issued an Investor Alert (the Alert) warning investors to use caution before investing in initial exchange offerings (IEOs) through online trading platforms. The...more

A&O Shearman

Northern District Of Ohio Dismisses Securities Fraud Action Against REIT Based Upon Lack Of Scienter Of Healthcare...

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On November 22, 2019, Judge Jeffrey J. Helmick of the United States District Court for the Northern District of Ohio dismissed a putative class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange...more

Mayer Brown Free Writings + Perspectives

Business Development Company Guide for Capital Markets

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This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more

Whitman Legal Solutions, LLC

An A Isn't the Same for Everyone — Why Regulation A+ Might be a B or C for Real Estate Funds

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Regulation A+ - In 2015, the US Securities and Exchange Commission (SEC) adopted what has become known as Regulation A+. Like transposing instruments, Regulation A+ was designed to make it easier for small businesses to...more

Bass, Berry & Sims PLC

Complexities of Issuing Public Company Stock in Acquisitions of Private Companies

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As equity valuations of public companies remain high in comparison to recent historical norms, the use of public company stock as an acquisition currency by SEC registrants in acquisitions of private companies will continue,...more

Jones Day

Anti-Corruption Regulation Survey of 41 Countries 2017–2018

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Welcome to the 2017-2018 edition of the Jones Day Anti-Corruption Regulation Survey. In 2017 and 2018 to date, there has continued to be an increasing awareness among multinational companies of the significance of...more

Akin Gump Strauss Hauer & Feld LLP

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

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One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Bass, Berry & Sims PLC

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

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Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

Goodwin

Financial Services Weekly News - May 2016 #4

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Breaking News - Solicitor General Files Brief in Madden v. Midland Funding - On May 24, the U.S Solicitor General (SG) filed a brief with the U.S. Supreme Court (the Court) in the matter of Madden v. Midland...more

Morgan Lewis

SEC Approves Rule to Regulate Debt Research Reports and Debt Research Analysts

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Background - Eight years in the making, the US Securities and Exchange Commission (SEC) has finally approved the Financial Industry Regulatory Authority’s (FINRA's) proposed Rule 2242 (the Rule or Rule 2242), which will...more

Carlton Fields

SEC Charges EB-5 Brokers For Not Registering

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Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more

Blank Rome LLP

SEC Charges EB-5 Brokers with Violation of the Exchange Act

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Action Item: In what is expected to be the first of many cease-and-desist orders made by the SEC against brokers handling investments in EB-5 investment projects, all EB-5 organizers and sponsors, through their due diligence,...more

Cadwalader, Wickersham & Taft LLP

Potential Impact of New SEC Rules on Cell Tower Securitizations

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On August 27, 2014, the Securities and Exchange Commission (the “SEC”) adopted two final rules implementing new regulations affecting asset-backed securities (“ABS”). The first set of rules, referred to in this memorandum as...more

NAVEX

Does Your Company’s “Inadequate Compliance Program” Violate Securities Laws?

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In a recent matter before the SEC, settlement of an FCPA claim with Smith & Wesson has raised some worrisome new issues for compliance officers. This settlement is noteworthy for two reasons: 1. Small and mid-sized...more

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