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|Second Circuit Holds That Dodd-Frank Anti-Retaliation Provisions Do Not Apply Extraterritorially|
Bryan B. House, Pamela L. Johnston, Courtney Worcester; Foley & Lardner LLP;
October 28, 2014, previously published on October 3, 2014On August 14, 2014, the United States Court of Appeals for the Second Circuit held in Liu v. Siemens AG, No. 13-4385-cv, --F.3d -- (2d Cir. Aug. 14, 2014), that the Dodd-Frank anti-retaliation protection provisions do not apply extraterritorially, but the court did not address whether those...
|The CSA Proceeds with Amendments to the Early Warning Reporting Regime but Abandons Two Key Proposed Changes|
J. Paul D. Barbeau, Eric Chernin; Bennett Jones LLP;
October 28, 2014, previously published on October 14, 2014On October 10, 2014, the Canadian Securities Administrators (CSA) published CSA Staff Notice 62-307, which sets out changes to previously announced proposed amendments to Canada's early warning reporting regime.
|Big Data and Its Implications for Corporate Decision-Making|
Benjamin R. Dryden, Howard W. Fogt, M. Leeann Habte, Chanley T. Howell, James R. Kalyvas; Foley & Lardner LLP;
October 28, 2014, previously published on October 3, 2014In 2004, the total amount of data stored on the entire Internet was roughly equivalent to 100 years of all television content. By 2011, the amount of data stored electronically was equivalent to 36 million years of high-def (HD) video, and the numbers continue to increase exponentially. With all of...
|Issues to Consider for Corporations Contemplating Crowdfunding|
Dirk Bouwer, Michael A. Gerrior, Robert P. Kinghan, David Lowdon, Lorraine Mastersmith; Perley-Robertson, Hill & McDougall LLP/s.r.l.;
October 28, 2014, previously published on October 3, 2014The Ontario Securities Commission (the “OSC”), has taken the first step towards considering a potential crowdfunding exemption as part of its wider review of the exempt market in Ontario. As part of this review, the OSC has set out a crowdfunding exemption concept (the “model...
|US SEC Brings First Enforcement Action For Market Manipulation Through High-Frequency Trading|
J. Gregory Deis, Kathleen M. Przywara, Jerome J. Roche, Matthew A. Rossi; Mayer Brown LLP;
October 28, 2014, previously published on October 23, 2014Providing another reminder of the US federal government’s ongoing scrutiny of high-frequency trading (“HFT”) firms and manipulative trading practices involving HFT, the Securities and Exchange Commission recently settled its first market-manipulation case against a HFT firm under...
|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...
|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...
|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...