Debevoise & Plimpton discusses the Proposed Leverage Coverage Ratio (LCR) Rule

The following is based on a memo from Debevoise & Plimpton, published on November 1, 2013, which is available here.  The original memo contains a useful graphic representation of the LCR equation which has been omitted from this post.

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Editor's Tweet: Debevoise & Plimpton discusses the Proposed Leverage Coverage Ratio (LCR) Rule http://wp.me/p2Xx5U-1Bf

SEC Enforcement: Talking the Talk, But Walking the Walk?

Almost everyone has an opinion about securities enforcement.  Many are disappointed (and even angry) that “few high level executives” have been prosecuted (criminally or even civilly) in connection with the 2008 financial crisis.[1]  Deep in their bunker, the SEC …

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Editor's Tweet: John C. Coffee Jr. of Columbia Law School on SEC Enforcement: Talking the Talk, But Walking the Walk?

Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rules, Part II: Permanent Registration Process

The following is based on a memo from Davis Polk, published on October 7, 2013, which is available here.  The original memo contains many useful tables and definitions which have been omitted from this post.

On September 18, 2013, …

Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rule, Part I: Who is a Municipal Advisor?

On September 18, 2013, the Securities and Exchange Commission (“SEC”) adopted its final rule on the permanent registration of municipal advisors (the “Final Rule”). The Final Rule replaces the current temporary registration scheme for municipal advisors

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Editor's Tweet: Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rule, Part I: Who is a Municipal Advisor? http://wp.me/p2Xx5U-1wQ

SEC Commissioner Aguilar discusses the SEC’s Crowdfunding Proposal

The following is a speech given by SEC Commissioner Luis A. Aguilar on October 23, 2013, available here.  It is entitled “Harnessing the Internet to Promote Access to Capital for Small Businesses, While Protecting the Interests of Investors.”

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Editor's Tweet: SEC Commissioner Aguilar discusses the SEC's Crowdfunding Proposal http://wp.me/p2Xx5U-1y5

Wachtell discusses Delaware Chancery Court’s Holding that Control over All Privileged Communications Passes to the Surviving Corporation in a Merger

Last week, the Delaware Court of Chancery ruled that an acquiring merger party obtains legal control of all of a target’s attorney-client communications, absent an express provision in a merger agreement to the contrary.  Great Hill Equity Partners IV, LP 

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Editor's Tweet: Wachtell discusses Delaware Chancery Court's Holding that Control over All Privileged Communications Passes to the Surviving Corporation in a Merger http://wp.me/p2Xx5U-1CJ

Why Have No High Level Executives Been Prosecuted In Connection With The Financial Crisis?

The following comes to us from the Honorable Judge Jed S. Rakoff, who sits in the U.S. District Court for the Southern District of New York.  Judge Rakoff is also an adjunct professor at Columbia Law School and will be

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Editor's Tweet: Judge Rakoff on Why Have No High Level Executives Been Prosecuted In Connection With The Financial Crisis? http://wp.me/p2Xx5U-1BX

Supreme Court Considers Scope of Preclusion of State Law Securities Fraud Class Action Litigation Under the Federal Securities Litigation Uniform Standards Act

The following post is based on a memo originally published by Simpson Thacher & Bartlett LLP on October 13, 2013.

On Monday, October 7, the first day of the new term, the Supreme Court heard oral arguments in Chadbourne & …

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Editor's Tweet: Simpson Thacher on Scope of Preclusion of State Law Securities Fraud Class Action Litigation Under SLUSA

Capital Markets Tip: Ensure Your Company Isn’t Shut Out of Rule 506 Offerings under the SEC’s “Bad Actor” Disqualification Rules

The following comes to us from Christopher L. Doerksen, a partner at Dorsey & Whitney LLP in Seattle.

For years, issuers and broker-dealers have relied upon Rule 506 of Regulation D under the Securities Act of 1933, as amended (the …

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Editor's Tweet: Capital Markets Tip: Ensure Your Company Isn’t Shut Out of Rule 506 Offerings under the SEC’s “Bad Actor” Disqualification Rules

Federal Reserve Proposes Bank Liquidity Requirements That Exceed the Basel III Standard

The following post is based on a memo originally published by Skadden, Arps, Slate, Meagher and Flom LLP & Affiliates on October 24, 2013.

The Federal Reserve Board (Board) today approved a proposed rule requiring larger U.S. banking organizations maintain …

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Editor's Tweet: Skadden discusses Federal Reserve Proposes Bank Liquidity Requirements That Exceed the Basel III Standard http://wp.me/p2Xx5U-1yA

WilmerHale discusses Risk Controls for Automated Trading Environments

Addressing the Need for Speed: CFTC Seeks Comment on Risk Controls for Automated Trading Environments

On September 12, 2013, the Commodity Futures Trading Commission (“CFTC” or “Commission”) published a Concept Release on Risk Controls and System Safeguards for Automated Trading

The Constitutional Standing of Corporations

Are corporations “persons” with constitutional rights?  The Supreme Court has famously avoided addressing the issue head on.  In Citizens United, which like no other decision in recent memory elevated the importance of the question whether organizations can assert constitutional rights,…

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Editor's Tweet: UVA Law's Brandon Garrett on The Constitutional Standing of Corporations http://wp.me/p2Xx5U-1xz

The Erosion of Corporate Criminal Liability

Over the last two years, there has been significant media coverage of Securities and Exchange Commission settlements that contain no admissions of wrongdoing—sometimes referred to as “Neither Admit, Nor Deny” agreements—and the lack of criminal charges for the 2008 financial …

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Editor's Tweet: Michigan Law's David Uhlmann on The Erosion of Corporate Criminal Liability http://wp.me/p2Xx5U-1Av

Debevoise & Plimpton discusses SEC’s Guidance on Supervisory Liability for a Broker-Dealer’s Compliance and Legal Personnel

On September 30, the staff of the Securities and Exchange Commission’s (the “SEC”) Division of Trading and Markets addressed an issue of great interest to the compliance and legal community concerning the circumstances under which the compliance and legal staffs

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Editor's Tweet: Debevoise & Plimpton discusses SEC's Guidance on Supervisory Liability for a Broker-Dealer's Compliance and Legal Personnel

Willful Blindness as Boardroom “Bad Faith”

The recent increase in the frequency and success with which “willful blindness” theories have been asserted in litigation may have long term implications for the corporate director’s liability profile.

Willful blindness is an aggressive liability theory that seeks to expand …

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Editor's Tweet: McDermott Will & Emery's Michael Peregrine on Willful Blindness as Boardroom “Bad Faith” http://wp.me/p2Xx5U-1xF