The 2013 Amendments to the Delaware General Corporation Law
The uncertain economic environment surrounding the COVID-19 crisis has triggered a sharp decline in trading prices for the equity and debt securities of many business development companies (“BDCs”) and closed-end funds...more
Rule 105 of Regulation M may create more anxiety among compliance professionals in the hedge fund industry than any other SEC rule. It is a “strict liability” regime, meaning that you can be found in violation even if the...more
Cash Tender Offer in Compliance with Regulation 14E - This note outlines the requirements under the U.S. federal securities laws applicable in the following situation: • The offer is a cash tender offer for the equity...more
Rejecting the analysis of every other federal appellate court to consider the issue, the U.S. Court of Appeals for the Ninth Circuit recently held that most claims filed under Section 14(e) of the Securities Exchange Act of...more
Varjabedian ruling challenges long-standing precedent of scienter requirement. Section 14(e) ruling creates circuit split, increasing odds of Supreme Court review. ...more
The SEC filed its second action tied to illegal tipping by brokerage firm registered representative Kevin Dowd. The first was SEC v. Dowd, Civil Action No. 3:13-cv-00494 (D. N.J. ) filed in January 2013. The second is SEC v....more
The SEC filed another insider trading action as an administrative proceeding – a continuing trend. This action may also represent another trend – it is the second which names as a Respondent a member of the finance department...more
This is the fourth segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Post Newman SEC Actions (continued) - 2. Administrative proceedings -...more