This white paper is intended to guide and inform registered funds, their sponsors and other service providers and their boards (“Boards”) as they prepare to take advantage of potentially forthcoming exemptive relief (the...more
Buyout firms have recently used a range of reset tools to incentivise management, requiring careful navigation of legal, tax, and regulatory issues. As buyout firms navigate current pressures on portfolio company...more
Since 1986, Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) has allowed corporations to include an exculpation provision in their certificate of incorporation that eliminates or limits the personal...more
On 29 March 2023, the chief executive of the UK Financial Conduct Authority (FCA), Nikhil Rathi, delivered a speech at the Global Investment Management Summit in London on the wider UK capital markets ecosystem, which...more
UK Case Law Developments - Taxpayer treated as receiving distribution in tax avoidance case - We reported on First-tier Tribunal’s (FTT’s) decision in Dunsby v Revenue & Customs in our June 2020 UK Tax Round Up. By way...more
Dual class share structures could help lure Europe’s best founder-driven businesses to the London market, but challenges remain. Listing of dual class share structures, which give certain owners (usually founders, employees,...more
On Monday the SEC announced its enforcement results for FY 2020, accompanied by a report from the Director of its Division of Enforcement. This report confirms what we have seen over the past year for private fund managers:...more
We are actively looking for circumstances where an adviser is financially conflicted by incentives that could affect investment recommendations to clients. ... And I will tell you: the more we look, the more undisclosed or...more
Bass, Berry & Sims attorney Chris Lazarini examined allegations brought by members of a company’s 403(b) retirement savings plan that the plan fiduciaries violated their duties by selecting and failing to replace higher-cost...more
The Securities and Exchange Commission announced on March 11, 2019 that it had settled charges against 79 investment advisers in connection with its Share Class Selection Disclosure Initiative (SCSD Initiative). This...more
On November 2, 2018, the U.S. Securities and Exchange Commission (the SEC or Commission) Division of Enforcement (the Division) released its annual report discussing enforcement-related actions and key initiatives (the...more
A key consideration in the structuring of any business or transaction is that of tax. As stated by Lord Tomlin in the Duke of Westminster case...more
In a speech given early in the week at Stanford University’s Rock Center for Corporate Governance, titled, “Mutualism: Reimagining the Role of Shareholders in Modern Corporate Governance,” Commissioner Stein addressed a broad...more
Schemes of arrangement remain a popular tool for companies to reach a compromise with their creditors and effect complex multi-jurisdictional restructurings. In this article, we highlight a number of recent judicial decisions...more
Major index providers S&P Dow Jones, FTSE Russell, and MSCI recently adopted, or are in the process of considering, changes to their index eligibility rules that could significantly impact companies that have, or that are...more
In July 2017, global index providers S&P Dow Jones (S&P DJI) and FTSE Russell (FTSE) announced changes to their index eligibility rules, with S&P DJI excluding from certain of its indices companies with multi-class capital...more
Earlier this week, the S&P Dow Jones Indices announced that the S&P Composite 1500 and its component indices (the S&P 500, S&P MidCap 400 and S&P SmallCap 600) will no longer add companies with “multiple share class...more
Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more
The just completed IPO of Snap Inc. has received enormous buzz and plenty of press coverage, mostly about its eye-popping valuation and offering proceeds, the big winners among the founders and early investors and the...more
In a Guidance Update published on December 15, 2016, the staff of the U.S. Securities and Exchange Commission’s (SEC) Division of Investment Management (Staff) articulated its views as to certain disclosure issues and...more