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|District Court Dismisses State Parties’ Challenge to SEC Rule 206(4)-5|
Matthew Bobys, Kenneth A. Gross, Ki P. Hong, Melissa L. Miles, Patricia M. Zweibel; Skadden, Arps, Slate, Meagher & Flom LLP;
October 22, 2014, previously published on October 8, 2014On September 30, 2014, Judge Beryl A. Howell of the U.S. District Court for the District of Columbia dismissed a challenge to the Securities and Exchange Commission's (SEC) Rule 206(4)-5 (Rule) for lack of subject matter jurisdiction. The court found that jurisdiction for review of the Rule lies...
|Frozen-Out Minority Shareholder Still Owed Corporation Fiduciary Duty|
James S. Singer; Rudolph Friedmann LLP;
October 22, 2014, previously published on October 21, 2014Massachusetts law is clear: both majority and minority shareholders of a closely-held corporation owe each other (as well as to the corporation) a fiduciary duty-a duty of utmost good faith and loyalty. In 1975, the Massachusetts Supreme Judicial Court held in the leading case of Donahue v. Rodd...
|Early-Warning Threshold to Remain at 10%|
Jason M. Saltzman, Pascal de Guise; Borden Ladner Gervais LLP;
October 21, 2014, previously published on October 10, 2014The Canadian Securities Administrators (“CSA”) today published CSA Notice 62-307. It provides an update to proposed amendments (the “Proposed Amendments”) to early-warning reporting published for comment on March 13, 2013.
|ISS Proposes 2015 Policy Updates: No Proposal on Unilateral Bylaw Amendments; U.S. Policy Changes Would Introduce Uncertainty for Independent Chair Shareholder Proposals and Implement a Scorecard for Equity Plan Proposals|
Sullivan Cromwell LLP;
October 19, 2014, previously published on October 16, 2014Yesterday, Institutional Shareholder Services, the proxy advisory firm, published proposed changes to its proxy voting guidelines for the 2015 proxy season. The proposals applicable to U.S. companies are limited and do not include any proposed change relating to unilateral bylaw amendments. ISS had...
|US Department of Justice Brings Its First Criminal Prosecution for Spoofing of Commodities Markets|
Matthew Bisanz, Marcus A. Christian, Mark G. Hanchet, Alex C. Lakatos, Richard M. Rosenfeld; Mayer Brown LLP;
October 17, 2014, previously published on October 14, 2014A Chicago federal grand jury has indicted Michael Coscia, formerly a registered floor trader and sole owner of Panther Energy Trading LLC, for allegedly violating the anti-spoofing provision of the Commodity Exchange Act (“CEA”) and committing commodities fraud. The prosecution is the...
|Effective October 6, 2014, Delivery Settlement Cycle of Securities Traded on Euronext Paris and Alternext Paris Will Be Shortened from Three to Two Trading Days|
Philippe Goutay, Anselme Mialon; Jones Day;
October 16, 2014, previously published on October 2014Effective October 6, 2014, the delivery settlement cycle of securities traded on French-regulated market Euronext Paris and French-organized market Alternext Paris will be shortened from three to two trading days. This move anticipates the EU Regulation on Central Securities Depositories adopted on...
|Regulators At SIFMA Regional Conference Highlight Regulatory, Litigation And Arbitration Risks|
Eugene R. Licker, Jerry S. Phillips; Loeb & Loeb LLP;
October 15, 2014, previously published on October 2014At a recent regional SIFMA conference, the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and state regulators discussed the risks inherent in the ongoing low-yield environment. The regulators expressed concern over individuals' investing in products...
|A Reminder of the Importance of Internal Controls Under SOX|
Ahron D. Cohen; Snell & Wilmer L.L.P.;
October 13, 2014, previously published on Fall 2014On July 30, 2014, the SEC announced charges against the CEO and the former CFO of a computer equipment company based in Florida for misrepresenting the state of the Company’s internal controls over financial reporting and failure to disclose to its auditors deficiencies in its internal...
|Opportunistic Acquisitions: Buying Assets Through Bankruptcy|
Nicholas E. Williams; Foley & Lardner LLP;
October 13, 2014, previously published on October 8, 2014Though often overlooked, bankruptcy sales can be a real boon to businesses looking for a great deal. Prospective purchasers must, of course, interface with the bankruptcy court, so these companies must understand the lay of the land when looking for a bargain.
|Compliance Officers’ Liability|
Thomas M. Devaney, Jung Yeon Son; Sheppard, Mullin, Richter & Hampton LLP;
October 10, 2014, previously published on September 23, 2014Andrew Ceresney, the Director of the Division of Enforcement of the SEC, assured compliance officers that compliance officers would not be exposed to liability when compliance officers engage and remediate problems at investment management firms in a speech given in May 2014. Mr. Ceresney...