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|SEC Proposes Extension of Principal Trade Rule for Registered Advisers/Broker-Dealers|
Peter D. Fetzer, Jason M. Hille, Terry D. Nelson; Foley & Lardner LLP;
September 2, 2014, previously published on August 29, 2014The SEC has proposed extending to December 31, 2016, the sunset date for the expiration of Rule 206(3)-3T (the “Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”). The Rule allows SEC-registered investment advisers who are also SEC-registered...
|SEC Adopts Regulation AB II|
Cheryl D. Barnes, Joseph W. Beach, David Burkholder, Michael S. Gambro, Anna H. Glick; Cadwalader, Wickersham & Taft LLP;
September 2, 2014, previously published on August 28, 2014Yesterday morning the Securities and Exchange Commission in an open meeting voted to adopt long-awaited final rules (the "Final Rules") implementing a series of changes to the registration and offering process for asset-backed securities (“ABS”) and expanded disclosure and...
|12 Years after Sox, the SEC has Not Become Complacent about Compliance|
Chase Cole, Andrew Edward Garrett, E. Marlee Mitchell, James "Jay" H. Nixon, Wes Scott; Waller Lansden Dortch & Davis, LLP;
September 1, 2014, previously published on August 26, 2014With the twelfth anniversary of the implementation of the Sarbanes Oxley Act of 2002 (“SOX”) swiftly approaching, it may or may not be coincidental that the SEC has been involved in several SOX-related enforcement actions recently, including (i) bringing charges against the CEO and...
|Allegations of Insider Trading in Baffinland Dismissed|
Duncan Finley; Borden Ladner Gervais LLP;
September 1, 2014, previously published on August 28, 2014A panel of the Ontario Securities Commission (“OSC”) has dismissed allegations against Jowdat Waheed and Bruce Walter of insider trading, tipping and conduct contrary to the public interest in connection with a toehold purchase and subsequent hostile takeover bid of Baffinland Iron...
|USA PATRIOT Act/AML Update: FinCEN Issues Long-Awaited Proposed Regulations Regarding Beneficial Ownership Disclosure|
Carl A. Fornaris, Wendy Li, Micah Schwalb; Greenberg Traurig, LLP;
September 1, 2014, previously published on August 25, 2014On July 23, 2014, the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (FinCEN) published highly-anticipated proposed regulations that, if adopted into final regulations, would require banks, securities broker dealers, mutual funds, futures commission merchants, and...
|U.S. Treasury Raises Bar on Corporate Compliance Obligations|
Kara M. Bombach, Cyril T. Brennan; Greenberg Traurig, LLP;
September 1, 2014, previously published on August 25, 2014The U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) recently expanded its guidance for determining whether an entity is considered to be owned by a sanctioned person, and therefore is the target of U.S. economic sanctions (the 50 Percent Rule). The expanded guidance...
|Administrative and Legislative Options to Address US Corporate Inversions|
David M. McIntosh, Anthony "Toby" Moffett; Mayer Brown LLP;
August 29, 2014, previously published on August 28, 2014The topic of tax incentives for US corporations seeking to “invert” and become a subsidiary of a foreign corporation is receiving heightened attention in Congress and federal agencies.
|Dismissal and Termination of Contract of a Managing Director|
Michael Rainer, Michael Rainer; GRP Rainer LLP;
August 28, 2014, previously published on August 27, 2014In the context of dismissing and terminating the contract of a managing director, essential points have to be observed.
|IRS Issues New Guidance Regarding Beginning of Construction Requirement for Production Tax Credit (PTC) / Investment Tax Credit (ITC)|
Gregory J. Blasi; Leech Tishman;
August 28, 2014, previously published on August 14, 2014The IRS recently issued new guidance (IRS Notice 2014-46) with respect to the ability to claim the PTC/ITC for qualified projects which began construction before January 1, 2014. The current guidance builds on the previous two notices but does add some additional items which should make it easier...
|Restructuring of Unlisted EU Companies: AIFMD Applies to Non-EU Fund Managers on Acquisitions of Substantial Stakes|
Robert Cannon, Assia Damianova, Mitzi Huang, Nick Shiren; Cadwalader, Wickersham & Taft LLP;
August 28, 2014, previously published on August 27, 2014The Alternative Investment Fund Managers Directive ("AIFMD") imposes restrictions on "asset stripping" on managers ("AIFMs") of alternative investment funds ("AIFs") that acquire control of EU companies. The rules contain new notification requirements (as low...