News & Analysis as of

Share Classes

Securities Regulatory Update Summary - April 2018

Is the Fiduciary Rule Dead? The Department of Labor announced that it will not be enforcing the Fiduciary Rule “pending further review,” after the Fifth Circuit Court of Appeals vacated the Fiduciary Rule and all related...more

SEC Announces Share Class Selection Disclosure Initiative

by Dechert LLP on

The Division of Enforcement (Division) of the U.S. Securities and Exchange Commission (SEC) on February 12, 2018, announced a Share Class Selection Disclosure Initiative (SCSD Initiative). Led by the Division’s Asset...more

SEC Announces Self-Reporting Initiative On Investment Adviser Share Class Selection

On February 12, 2018, the U.S. Securities and Exchange Commission (“SEC”) Enforcement Division announced a new initiative in its continued effort to seek reimbursement for clients of fee-based investment advisers which failed...more

SEC’s share class selection disclosure initiative: what’s next

On February 12, 2018, the Division of Enforcement of the US Securities and Exchange Commission (SEC) announced the Share Class Selection Disclosure Initiative (Initiative) to encourage SEC registered investment advisers...more

SEC Announces Share-Class Enforcement Initiative for Advisers

by Burr & Forman on

After several years of examination focus and a series of enforcement actions, the SEC’s Enforcement Division on February 12 announced a “Share Class Selection Disclosure Initiative” in an attempt to level-set industry...more

SEC Targets Advisers With New Cooperation Initiative

by Dorsey & Whitney LLP on

The SEC’s Division of Enforcement announced a new cooperation initiative addressed to investment advisers who have failed to disclose conflicts arising from the receipt of 12b-1 fees from mutual funds. In essence, the...more

SEC Encourages Advisors to Self-Report Fiduciary Violations by June 12, 2018

The SEC announced a self-reporting initiative for investment advisors who admit violations of the federal securities laws relating to certain mutual fund share class election issues while promptly returning money to harmed...more

Delaware Court of Chancery Issues Important Decision on Recapitalizations and Dual-Class Structures Involving Controlling...

On December 11, 2017, the Delaware Court of Chancery issued a decision that will be important for companies looking to implement measures to extend or make changes to dual-class voting structures and for companies with...more

Well here is where an advisory firm gets in trouble

by Ary Rosenbaum on

A good chunk of my work as an ERISA attorney is working with financial advisory firms in managing their retirement plan practice especially with 401(k) plans. I have many registered investment advisory clients around the...more

The Continuing Support for Dual-Class Stock by Companies and Investors

The reported demise of dual-class stock appears to be, to paraphrase Mark Twain, "greatly exaggerated." The end of dual-class stock was predicted following the decisions this summer by the major indices, including FTSE...more

Restructuring and Insolvency Bulletin Issue 2 - 2017: Focus on schemes of arrangement: recent key judicial decisions

by Dechert LLP on

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

In Case You Missed It - Interesting Items for Corporate Counsel - August 2017

by Stoel Rives LLP on

A review of 2017 proxy season activity, including the trend toward adoptions of proxy access bylaws, is here. A suggestion that the big news of the 2017 proxy season was climate change proposals and the shift in Blackrock,...more

Investment Funds Update: Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

by Dechert LLP on

Central Bank Issues FAQ on Brexit - The Central Bank has issued an FAQ document on Brexit, which provides general information to financial services firms who are considering relocating their operations from the UK to...more

Blog: Major Indices Announce Decisions To Exclude Companies With Multi-Class Share Structures

by Cooley LLP on

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

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Dual-Class Stock and Private Ordering: A System That Works

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

Qualification Of Offers And Sales Of Non-Voting Common Stock Is No Snap In California

by Allen Matkins on

In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share. The gross proceeds of the...more

Schemes of arrangement: share splitting and exercise of voting power

by Dentons on

In a decision on a previously undecided point, the High Court has held that a share-splitting exercise, carried out by a shareholder to boost the number of shareholders voting against a scheme of arrangement, did not defeat...more

Listing framework for Dual Class Shares - A closer look into safeguards

by Dentons on

The subject of Dual Class Shares (DCS) has given rise to much debate in the context of public listed companies. Briefly, a DCS structure departs from the default one-share, one-vote concept by allowing companies to issue...more

Updates on Public Company GMS and shareholders reporting

by White & Case LLP on

On March 14, 2017, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan or "OJK") issued two regulations impacting voting rights at a General Meeting of Shareholders of Public Companies ("GMS") and transparency...more

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and...

by Dechert LLP on

EMIR - Spanish Pension Schemes Exempt and Updated Q&A - On 25 January, ESMA issued its opinion confirming the exemption from the EMIR clearing obligation for certain Spanish pension schemes....more

Litigation defending their 401(k) plan is the cost of doing business offering proprietary mutual funds

by Ary Rosenbaum on

It’s a favorite topic of mine because it’s fascinating to consider, so many mutual fund companies are being targeted for litigation for offering proprietary mutual funds in their employees’ 401(k) plan....more

Currency Hedging Survives ESMA UCITS Share Class Cull

by Dechert LLP on

For the past two years, the European Securities and Markets Authority (“ESMA”), Europe’s main securities regulator, has had UCITS share classes in their sights. It has issued two discussion papers on the topic and has now...more

Luxembourg Legal Alert: ESMA Opinion on UCITS' Share Classes

by Dentons on

On 30 January, 2017 the European Securities and Market Authority (ESMA) issued an opinion addressed to local regulators on the share classes of undertakings for collective investment in transferable securities (UCITS) and...more

ESMA issues common principles for UCITS share classes

by Ropes & Gray LLP on

The European Securities and Markets Authority (“ESMA”) published on 30 January 2017 an opinion on the use by EU UCITS funds of share classes, outlining four key principles that all UCITS funds must follow when setting up...more

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