Blog - Corporate Finance & Securities
FATCA Update-BVI Mar 26, 2015
We have been advised by BVI counsel that the British Virgin Islands International Tax Authority (“ITA”) this week released an updated version of its’ Guidance Notes on the International Tax Compliance Requirements of the Intergovernmental Agreements (“IGAs”) between the British Virgin Islands and the United States and the United Kingdom.The…
US Supreme Court Ruling May Limit Certain Liability for Statements of Opinion in SEC Registration Statements Mar 26, 2015
The U.S. Supreme Court reversed and remanded a Sixth Circuit ruling on Tuesday that executives can be held responsible for opinions expressed to investors that ultimately turn out to be false. In its’ March 24, 2015 opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, the U.S. Supreme…
Second Circuit Overturns Insider Trading Convictions in Landmark Ruling Narrowing the Scope of Tipper/ Tippee Liability Dec 18, 2014
Last week, the Second Circuit Court of Appeals held that it is not enough for the government to prove that a tippee knew the corporate insider disclosed confidential information; it must also prove that the tippee knew the tipper did so in exchange for personal benefit. In its decision, the…
SEC Still Has Not Issued Crowdfunding Rules Required by the JOBS Act, While 13 Adventurous States Adopt Their Own Rules Nov 25, 2014
In 2012, Congress passed the JOBS Act, which purported to open up the capital markets and create jobs by loosening regulations on IPOs and other small business investment opportunities. One of the most controversial and significant components to the JOBS Act was Title III, authorizing equity crowdfunding. The Crowdfund Act…
Epic Leveraged Buyout Price Fixing Collusion Case Settles for $590 Million Nov 24, 2014
A Massachusetts federal judge on Friday granted final approval to $590 million in settlements and a $200 million attorneys' fee in a class action claiming Goldman Sachs Group Inc., Carlyle Group LP and other private equity firms teamed up to keep leveraged buyout prices low, moving the long-running suit toward…
Scalia and Thomas Seek Supreme Court Case Challenging SEC Deference Nov 11, 2014
On November 10, the U.S. Supreme Court denied certiorari to a hedge fund manager's request for review of an insider trading SEC Rule 10(b)(5) two year conviction. However, in a rare attached note, Justices Scalia and Thomas expressed a clear desire to grant cert and hear a case on the…
SEC Hits Record Number of Enforcement Actions in Fiscal 2014 Oct 21, 2014
New investigative methods and innovative technology led to a banner year for SEC enforcement in 2014, with a record number of actions taken and fines levied, the agency reported Thursday. The SEC in fiscal 2014, which ended September 30, filed a record 755 enforcement actions and obtained orders totaling $4.16…
Broker-Dealer Failure to Supervise Liability: Wells Fargo Advisors LLC Settles Burger King Insider Trading Charges with SEC for $5 Million Sep 23, 2014
Wells Fargo Advisors LLC has agreed to pay a $5 million penalty to settle SEC charges that a former broker engaged in insider trading of Burger King stock before the company's 2010 buyout.According to a criminal complaint filed in January, the Department of Justice alleged that Waldyr Da Silva Prado…
Second Circuit Adopts Bright-Line Rule For Determining Customer Status For Mandatory FINRA Arbitration Sep 22, 2014
Thirty years after the McMahon decision (Shearson/American Express Inc. v. McMahon, 482 U.S. 220 (1987)), which upheld mandatory arbitration of customer disputes, the Second Circuit Court of Appeals clarified under what circumstances a claim against a brokerage firm must be filed in arbitration in Citigroup Global Markets, Inc. v. Abbar, No.…
SEC Revises Guidance for Exemption From Bad Actors Disqualification Under Reg A and Reg D Pursuant to Dodd Frank
The disqualification provisions of Rules 262 and 505 provide that the exemptions from the registration provisions of the Securities Act available under Regulation A and Rule 505 of Regulation D are not available for an offering if, among other things, an issuer, an affiliate, or the underwriter is subject to…