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Documents on securities law
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|Adverse Tax Consequences Under the New Connecticut Entity Transaction Act|
Morris W. Banks; Pullman & Comley, LLC;
September 30, 2014, previously published on September 17, 2014The Connecticut Entity Transaction Act (“CETA”) was enacted by the Connecticut General Assembly in 2011 and became effective on January 1, 2014. It is intended to make Connecticut competitive with other states that grant corporations, limited liability companies, limited partnerships,...
|Supreme Court’s Halliburton Ruling May Be A Curse in Disguise for Securities Defendants|
Gregory P. Graham; Marshall Dennehey Warner Coleman & Goggin, P.C.;
September 30, 2014, previously published on September 1, 2014On June 23, 2014, the U.S. Supreme Court issued its anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc., 134 S.Ct. 2398 (2014). Although pre-decision discussion speculated that the case might become the most important securities decision in years, the Court ultimately chose a...
|Whistle While You Work? The Lack of Consensus Regarding Who Is a Whistleblower Is No Fairy Tale|
Kerri H. O'Brien; Marshall Dennehey Warner Coleman & Goggin, P.C.;
September 30, 2014, previously published on September 1, 2014Under the Dodd-Frank Reform Act, Pub.L. No. 111-203, 124 Stat. 1367 (codified as amended in scattered sections of U.S.C. titles 7, 12, 15 and 31), employees who blow the whistle on possible securities law violations are protected. The Dodd-Frank Act extends such protection to those employees who...
|Tippers and Tippees and Securities Liability|
David L. Hefflinger; McGrath North Mullin & Kratz, PC LLO;
September 29, 2014, previously published on Third Quarter 2014The Wall Street Journal recently reported on an SEC investigation of several hedge funds. The hedge funds traded on material nonpublic information concerning a change in Medicare reimbursement rates. Over a period of approximately one hour, an employee of the House Ways and Means Committee...
|Shareholder Activism Goes Mainstream - After The Pershing Square Holdings IPO, Shareholder Activism Should Be On Every Corporation’s Radar|
Matthew E. Lawson, Clarke Ries; McCarthy Tétrault LLP;
September 26, 2014, previously published on September 25, 2014Shareholder activists are increasingly influential in Canada’s M&A landscape, but expect that trend to intensify with a proposal to list Pershing Square Holdings on the Euronext Amsterdam stock exchange. The listing is expected to complete Bill Ackman’s capitalization of the new $5...
|Proposed Changes to Takeover Bid Regime in Canada Would Put More Time in the Hands of Target Boards|
Fraser Bourne, Garth M. Girvan, Heidi Gordon, Graham P.C. Gow, Clemens Mayr; McCarthy Tétrault LLP;
September 26, 2014, previously published on September 11, 2014On September 11, 2014, the Canadian Securities Administrators (CSA) published CSA Notice 62-306 ¿ Update on Proposed National Instrument 62-105 Security Holder Rights Plans (Notice) and the Autorité des marchés financiers (AMF) Consultation Paper An Alternative Approach to...
|Insider Trading: Securities Commission to Think Twice About Excessive Sanctions and Speculation|
Kate Findlay; McCarthy Tétrault LLP;
September 26, 2014, previously published on September 24, 2014In a rare appellate court decision, the Court of Appeal in Walton v. Alberta (Securities Commission), 2014 ABCA 273, has set aside a decision by the Alberta Securities Commission and has held that any monetary penalties levied must be proportionate to the circumstances of the offender and supported...
|Recent SEC Enforcement Actions Over Insider Reporting of Stock Transactions|
Kelly C. Simoneaux, Hope M. Spencer, Sarah S. Trufant; Jones Walker LLP;
September 25, 2014, previously published on September 2014On September 10, 2014, the Securities and Exchange Commission (“SEC”) announced enforcement actions against 13 directors and officers, 10 investment firms and 5 individuals with beneficial ownership in public companies, in connection with delinquent reporting of securities holdings and...
|CFTC Issues JOBS Act Exemptive Relief: Resolves Issues Surrounding the Use of General Solicitation by Private Funds|
Michelle R. Cirillo, Derek Wolfgruber; Bingham McCutchen LLP;
September 25, 2014, previously published on September 15, 2014On September 9, 2014, the Commodity Futures Trading Commission’s (“CFTC”) Division of Swap Dealer and Intermediary Oversight (the “Division”) issued a letter which provides exemptive relief to commodity pool operators (“CPOs”) of private funds from the...
|“Inc.” No Longer a Safe Shield - Federal Circuit Greatly Expands Officer/Shareholder Liability Resulting from US Customs Violations|
Sydney H. Mintzer, Jing Zhang; Mayer Brown LLP;
September 25, 2014, previously published on September 23, 2014On September 16, 2014, an en banc panel of the US Court of Appeals for the Federal Circuit (the “En Banc Panel”) issued a far-reaching decision, Trek Leather III, greatly expanding corporate shareholders’ and officers’ potential liability for customs violations. It reversed...