A registered investment adviser and its principal recently sued the Securities and Exchange Commission for declaratory and injunctive relief to stave off an imminent administrative enforcement action, alleging that the tenure...more
The Delaware Court of Chancery recently found that a shareholder’s demand for books and records was time-barred, as the alleged basis for a derivative action occurred nearly seven years ago and thus was well beyond any...more
In this issue:
- ISS Releases 2015 Draft Voting Policy Changes for Comment
- SEC Investor Advisory Committee Releases Recommendations on Changes to Accredited Investor Definition
- FINRA Proposes to...more
F-Squared Investments, Inc. (F-Squared), a registered investment manager that provides portfolios of exchange-traded funds (ETFs), recently disclosed that it received a Wells notice from the Securities and Exchange Commission...more
The United States Court of Appeals for the Eighth Circuit recently held that whistleblowers may satisfy the False Claims Act’s (FCA) heightened pleading standards without providing representative examples of false claims,...more
In this issue:
- Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld
- FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms
- CBOE and C2 in...more
9/15/2014
/ AIFM ,
Alternative Investment Fund Managers Directive (AIFMD) ,
Banks ,
Bitcoin ,
CBOE ,
CFTC ,
Commodity Pool ,
Compliance ,
Consumer Financial Protection Bureau (CFPB) ,
CPO ,
Cross-Border ,
Exclusive Jurisdiction ,
False Claims Act (FCA) ,
Financial Industry Regulatory Authority (FINRA) ,
Forum ,
ISDA ,
JOBS Act ,
Jurisdiction ,
Over The Counter Derivatives (OTC) ,
Regulation M ,
Regulation Z ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Swap Dealers ,
Swaps ,
UK
The US District Court for the Northern District of Illinois denied a motion to dismiss a 16-count indictment for insider trading, finding the government adequately alleged each element of the offense....more
The Securities and Exchange Commission recently announced a settlement with a partner at an investor relations firm who allegedly traded on inside information obtained through his representation of two companies. ...more
In this issue:
- SEC Approves FINRA Rule Limiting Expungement
- CFTC Issues No-Action Relief from Certain Ownership and Control Reporting Requirements
- CFTC Releases Rule Enforcement Review of ICE...more
The Securities and Exchange Commission recently announced a settlement with an investment adviser based on alleged fraud in a real estate investment offering....more
The Delaware Court of Chancery recently held that, in a case alleging breach of a loan agreement for more than $100,000, post-judgment interest accrues at the rate set forth in the agreement and not at the lower statutory...more
In this issue:
- Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders
- Delaware Court of Chancery...more
6/23/2014
/ Compliance ,
Controlling Stockholders ,
Cross-Border ,
Debt ,
Debtors ,
Disclosure Requirements ,
Fiduciary Duty ,
Financial Industry Regulatory Authority (FINRA) ,
Fraud ,
Futures Commission Merchants (FCMs) ,
Investment Adviser ,
Minority Shareholders ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders ,
Swaps
A three-judge panel of the US Court of Appeals for the Fourth Circuit recently affirmed the dismissal of a lawyer’s habeas petition, finding that Janus Capital Group Inc. v. First Derivative Traders, a US Supreme Court case...more
In this issue:
- Delaware Supreme Court Upholds Fee-Shifting Bylaw
- FINRA Proposes Changes to FINRA Rules 7410 and 2121
- CFTC Staff Announces Streamlined No-Action Relief Process for Certain...more
The Securities and Exchange Commission recently announced a settlement with two brokerage firms and certain of their executives for improper compensation-sharing and “layering,” a strategy in which a trader places and later...more
A New York Appellate Court held for the first time that a judgment issued by a foreign country’s criminal court awarding monetary compensation to a fraud victim is civil, not penal in nature, and therefore enforceable in New...more
In this issue:
- SEC Issues New FAQs on Conflict Minerals
- SEC Issues Frequently Asked Questions Regarding the Amendments to the Broker-Dealer Reporting Rule
- FINRA Requests Comment on Rules Regarding...more
The US District Court for the Southern District of Florida recently refused to reconsider its earlier decision granting partial summary judgment in favor of the Securities and Exchange Commission in a securities fraud case...more
The US District Court for the Southern District of New York granted the Securities and Exchange Commission summary judgment on its one outstanding securities fraud claim against Alberto Vilar and Gary Tanaka, co-founders of...more
In this issue:
- SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements
- SEC Issues No-action Relief Regarding Registration of M&A Brokers
- CFTC Issues Guidance on New...more
2/11/2014
/ Alternative Investment Funds ,
Bank Fraud ,
Banks ,
Brokers ,
CFTC ,
Due Diligence ,
Exemptions ,
Filing Requirements ,
Fraud ,
Investment Adviser ,
Investment Funds ,
No-Action Relief ,
Private Placements ,
Registration ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Swap Dealers ,
Swaps
The US Court of Appeals for the Eleventh Circuit recently issued the first appellate decision holding that, in actions brought by the Federal Deposit Insurance Corporation (FDIC), the officers and directors of failed banking...more
In a derivative action alleging insider trading, the Delaware Court of Chancery recently held that demand was excused as futile where the stockholder plaintiff alleged that a majority of the corporation’s board members sold...more
In this issue:
- CFTC Issues No-Action Relief to FCMs Relating to Enhanced Customer Protection Rules
- Eleventh Circuit Upholds Directors’ Affirmative Defenses Based on FDIC’s Post-Receivership Conduct
-...more
1/20/2014
/ Affirmative Defenses ,
Banks ,
CFTC ,
Collateralized Debt Obligations ,
Directors ,
FDIC ,
Futures Commission Merchants (FCMs) ,
Insider Trading ,
No-Action Relief ,
OCC ,
Professional Liability ,
Receivership ,
Scienter ,
Trust Preferred Securities
The Delaware Court of Chancery recently affirmed that communications in which legal advice predominates and cannot be segregated from business advice may be withheld under the attorney-client privilege....more
The Securities and Exchange Commission recently announced the results of its enforcement activities during fiscal year 2013. Most notably, the SEC disclosed that it filed 686 enforcement actions and recovered $3.4 billion in...more