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|Conflict Minerals Disclosure Due Date Approaching; While SEC Staff Issues New Guidance, Court’s Decision Creates Some Uncertainty: D.C. Circuit Holds That Portion of Conflict Minerals Disclosure Rule Violates the First Amendment; Absent Further Developments, Issuers Should Continue to Prepare to File Disclosures by Monday, June 2|
Sullivan Cromwell LLP;
April 23, 2014, previously published on April 17, 2014The deadline-May 31, 2014, extended to June 2 because May 31 falls on a Saturday-for conflict minerals disclosures responsive to the SEC’s rule under Section 13(p) of the Securities Exchange Act, is quickly approaching.
|Appeals Court Finds One Aspect of Conflict-Minerals Reporting to Violate First Amendment and Leaves the Rest Intact|
Brooks-Rubin Brad; Holland Hart LLP;
April 23, 2014, previously published on April 16, 2014In a much-anticipated ruling, the U.S. Court of Appeals for the D.C. Circuit ruled on April 14, in National Ass'n of Manufacturers v. Securities & Exchange Commission (No. 13-5252, D.C. Cir., Apr. 14, 2014), that the requirement imposed on companies to report in certain circumstances to the...
|PWG TRIA Report Released; Prices Remain Low, but Uncertainty Continues|
Zachary N. Lerner; Edwards Wildman Palmer LLP;
April 23, 2014, previously published on April 21, 2014 On April 17, 2014, the President’s Working Group on Financial Markets (“PWG”) released its report (the “Report”) to Congress on the state of terrorism risk insurance, as required under the Terrorism Risk Insurance Act (“TRIA”). The PWG is composed of...
|No Mere Rubber-Stamp: Ontario Court Challenges the Admissibility of Fairness Opinion in Arrangement Transaction|
Alfred L. J. Page, David Surat; Borden Ladner Gervais LLP;
April 23, 2014, previously published on April 22, 2014A recent decision at the Ontario Superior Court of Justice (Commercial List) brought to the fore the role of fairness opinions in solvent arrangement transactions. In Re Champion Iron Mines Limited (Champion) the court approved the arrangement but deemed the fairness opinion inadmissible on the...
|Fourth Circuit Affirms Dismissal of Securities Fraud Complaint Where Inference of Scienter Was Not Sufficiently Strong|
Bridget Russell, John P. Stigi; Sheppard, Mullin, Richter & Hampton LLP;
April 22, 2014, previously published on April 18, 2014In Yates v. Municipal Mortgage & Equity, LLC, No. 12-2496 (4th Cir. Mar. 7, 2014), the United States Court of Appeals for the Fourth Circuit affirmed the dismissal of a securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C....
|The Cybersecurity Race: Executive Branch Takes The Lead While Congress Watches From The Bleachers|
Alexander W. Major; Sheppard, Mullin, Richter & Hampton LLP;
April 22, 2014, previously published on April 18, 2014The federal government sector has been abuzz lately with whispers and shouts about pending cybersecurity regulations, frameworks, and requirements. This attention is not particularly surprising, especially given the recent high-profile data breaches, the litigation threats surrounding those...
|New Registration Requirements and Deadline for PRC Domestic PE Funds and Managers|
Emily Tsai; Sheppard, Mullin, Richter & Hampton LLP;
April 22, 2014, previously published on April 14, 2014Domestic Chinese private equity managers should take notice of new provisional regulations requiring registration of domestic Chinese private equity managers and filings with the Asset Management Association of China (“AMAC”). Also, Chinese private equity managers should take notice of...
|Appellate Court Issues Opinion on SEC’s Conflict Minerals Rule|
Curtis M. Dombek; Sheppard, Mullin, Richter & Hampton LLP;
April 22, 2014, previously published on April 15, 2014Yesterday, the Court of Appeals for the D.C. Circuit issued its opinion in the challenge to the SEC’s Conflict Minerals Rule. We have reviewed the D.C. Court of Appeals decision and find that it leaves much of the SEC’s rule intact. It is specifically the requirement that companies...
|United States Court of Appeals Holds SEC's Rules Regarding Conflict Minerals Violate First Amendment|
Bradley C. Brasser, Charles T. Haag, J. Eric Maki, Joel T. May, Kimberly J. Pustulka; Jones Day;
April 21, 2014, previously published on April 2014On April 14, 2014, the United States Court of Appeals for the District of Columbia Circuit held that a portion of the conflict minerals rules adopted by the SEC pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) violates the First...
|D.C. Circuit Holds that Conflict Minerals Provision Violates First Amendment|
James R. Burke; Hinckley, Allen & Snyder LLP;
April 21, 2014, previously published on April 17, 2014On April 14, 2014, a three-judge panel of the United States Court of Appeals for the District of Columbia Circuit (the "Circuit Court") issued its "conflict minerals" opinion in National Association of Manufacturers, et al. v. Securities and Exchange Commission, et al. The...