Sullivan & Cromwell discusses In re Orchard Enterprises, Inc. Stockholder Litigation

In October 2009, Dimensional Associates, LLC (“Dimensional”), the controlling stockholder of The Orchard Enterprises, Inc. (“Orchard”), which held 42% of Orchard’s outstanding common stock and 99% of its outstanding convertible preferred stock that collectively gave it approximately 53% of Orchard’s … Read more

Morrison & Foerster discusses FINRA Analysis of Broker-Dealers’ Failure to Adequately Supervise Alternative Investment Sales

In March 2014, the Financial Industry Regulatory Authority (FINRA) fined a broker-dealer $950,000 for supervisory deficiencies related to its failure to adequately supervise the sale of “alternative investments.” These investments include a laundry list of products that have been at … Read more

The Marketplace of Ideas: Should the SEC change the rules on blockholder disclosure?

The CLS Blue Sky Blog presents Part II of the third installment of our series, “The Marketplace of Ideas.” Earlier installments on different topics are available here and hereThe intent is to present different perspectives on the same Read more

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Editor's Tweet: The Marketplace of Ideas: Rethinking the Disclosure of Beneficial Ownership under Section 13(d) Part II

Cadwalader discusses Delaware Supreme Court Decision Upholding Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation , holding that in going-private mergers where there is a controlling stockholder, the use of both a truly independent … Read more

Debevoise discusses Temporary No-Action Relief for Swaps Between Eligible Affiliate Counterparties

On March 6, 2014, the Division of Clearing and Risk (the “DCR”) of the Commodity Futures Trading Commission (the “CFTC”) issued a time-limited no action letter, extending the temporary alternative compliance frameworks available to “Eligible Affiliate Counterparties” (as defined in … Read more

Wachtell responds to Bebchuk and Jackson’s Toward a Constitutional Review of the Poison Pill

In a recent paper, Professors Lucian Bebchuk and Robert Jackson have extended Professor Bebchuk’s extreme and eccentric campaign against director-centric governance into a new realm—that of the Constitution of the United States. They claim that “serious questions” exist about … Read more

Cadwalader discusses Revisions to the Securitisation Framework: Second Consultative Document published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published a second Consultative Document containing revised proposals for the Basel securitisation framework (the “Revised Proposals”).[1] The Revised Proposals describe a revised set of approaches for determining the regulatory capital … Read more

Peter Reilly

Ralph Lauren, Transnational Bribery, and Voluntary Disclosure Under the Foreign Corrupt Practices Act: When is it Strategically Wise (or Not) to Self-Report FCPA Violations to the SEC?

The following post comes to us from Peter R. Reilly, Associate Professor of Law, Texas A&M School of Law and is based on his paper, “Ralph Lauren, Transnational Bribery, and Voluntary Disclosure Under the Foreign Corrupt Practices Act: When is Read more

Gibson Dunn discusses OCC Proposed Guidelines for Heightened Governance Standards for Large US Banks and Their Boards

The Office of the Comptroller of the Currency (OCC) has issued for public comment proposed guidelines (Guidelines) to establish minimum standards for risk management governance at large insured national banks, insured federal savings associations, and insured branches of non-U.S. banks

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Commissioner Gallagher discusses Renewed SEC Priorities

The following remarks were delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission in Orange County, California at the Forum for Corporate Directors on January 24, 2014.  A copy of the speech is also available hereRead more

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Ropes & Gray on Trade Execution Mandate for Certain Interest Rate Swaps

The Commodity Futures Trading Commission (“CFTC”) Division of Market Oversight (the “Division”) announced yesterday that Javelin SEF, LLC’s (“Javelin”) self-certification of available-to-trade determinations (“MAT Determinations”) for certain benchmark interest rate swap contracts is deemed certified. Under CFTC regulations, the swaps … Read more


Majority-of-the-Minority Voting and Fairness in Freezeout Mergers

In a landmark decision now on appeal, In re MFW Shareholders Litigation, the Delaware Chancery Court ruled that a freezeout merger negotiated by an independent special negotiating committee (SNC) and conditioned in advance on approval by a majority-of-the-minority (MOM) vote … Read more

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Editor's Tweet: Majority-of-the-Minority Voting and Fairness in Freezeout Mergers

The Uneasy Connection Between Securities Disclosure and Job Creation

The Jumpstart Our Business Startups Act (the “JOBS Act” or “the Act”) was signed into law in the spring of 2012, amidst the ongoing fallout from the 2008 financial crisis as well as a hotly-contested presidential election.  Having received uncharacteristic … Read more

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Davis Polk Discusses OCC’s Risk Governance Guidelines for Banks

The OCC has proposed a set of enforceable and specific risk governance guidelines to formalize its heightened expectations for large national banks and federal savings associations. The risk governance guidelines would set new, and much higher, minimum standards for the … Read more

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