Dechert discusses the Office of Financial Research’s Report on Asset Management and Financial Stability

The Office of Financial Research (“OFR”), an office of the U.S. Department of the Treasury, recently issued a report that may provide a roadmap for future designations by the Financial Stability Oversight Council (“FSOC”) of asset management companies for supervision …

Haynes and Boone discusses SEC’s $14 Million Award to Whistleblower

After two years of operations, the SEC’s whistleblower program announced its first multimillion dollar award – a record $14 million payment to an anonymous tipster. The award is the largest of three announced since the program’s inception and emphatically signals …

Editor's Tweet |
Editor's Tweet: Haynes & Boone discusses SEC's $14 Million Award to Whistleblower http://wp.me/p2Xx5U-1uH

Adoption of Rules Regarding Municipal Advisor Registration

Commissioner Kara M. Stein gave the following statement on September 18, 2013 at an SEC open meeting in Washington D.C.  The new municipal advisor registration rules are available here.

Municipalities are the lifeblood of many communities.  They provide the …

Editor's Tweet | 1 Comment  
Editor's Tweet: SEC Commissioner Kara STein on Adoption of Rules Regarding Municipal Advisor Registration http://wp.me/p2Xx5U-1sN

Wachtell Lipton Discusses SEC Penalties: Getting Tougher, and Remembering Some History

In a recent speech, Andrew Ceresney, the co-director of the SEC’s Division of Enforcement, suggested that the monetary penalties imposed by the SEC should grow to reflect the size of the relevant companies and transactions.  According to press reports, he …

Editor's Tweet |
Editor's Tweet: Wachtell Lipton Discusses SEC Penalties: Getting Tougher, and Remembering Some History http://wp.me/p2Xx5U-1vV

Death of the Top-Up Option in Two-Step Transactions

James Matarese and Danielle Lauzon are M&A partners at Goodwin Procter LLP whose practices focus on technology and life sciences companies. Their recent representations include Onyx Pharmaceuticals in its merger with Amgen in a transaction valued at $10.4 billion.  

On …

Editor's Tweet |
Editor's Tweet: Goodwin Proctor on Death of the Top-Up Option in Two-Step Transactions http://wp.me/p2Xx5U-1ue

Do Activist Investors Constrain Managerial Moral Hazard in Chapter 11?

Chapter 11 creates a system of collective corporate governance that allows stakeholders that are usually passive – such as shareholders or creditors like lenders and bondholders – to play a day-to-day role in overseeing management and monitoring the business.  In …

Editor's Tweet |
Editor's Tweet: Do Activist Investors Constrain Managerial Moral Hazard in Chapter 11? http://wp.me/p2Xx5U-1re

Skadden discusses the SEC’s Proposed CEO Pay Ratio Disclosure Rules

The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act.

The proposed rules would require many SEC reporting companies to publicly disclose the following information:

  • the median annual total compensation

Ice Cube Bonds: Allocating the Price of Process in Chapter 11 Bankruptcy

Bankruptcy cases are as different as the types of businesses that fail, but all share an element of crisis.  The weeks and days that precede a bankruptcy filing are often chaotic.  The first days after filing may be even worse, …

Editor's Tweet |
Editor's Tweet: Jacoby and Janger on Ice Cube Bonds: Allocating the Price of Process in Chapter 11 Bankruptcy http://wp.me/p2Xx5U-1p6

Cadwalader discusses Risk Retention for Collateralized Loan Obligations (CLOs)

On August 28, 2013, the federal agencies (the “Applicable Regulators”) responsible for implementing regulations under Dodd-Frank re-proposed rules for risk retention requirements in ABS transactions, including CLO transactions. The re-proposal comes more than two years after the original proposed rules, …

Editor's Tweet |
Editor's Tweet: Cadwalader discusses Risk Retention for Collateralized Loan Obligations (CLOs) http://wp.me/p2Xx5U-1oA

How Pressure on the Issuers of Private-Label Mortgage-Backed Securities Can Improve the Accuracy of Credit Ratings

The following post comes to us from Brent J. Horton, assistant professor at Fordham University Gabelli School of Business.

In my recent Article, Toward a More Perfect Substitute: How Pressure on the Issuers of Private-Label Mortgage-Backed Securities Can Improve the

Editor's Tweet |
Editor's Tweet: Fordham's Horton on How Pressure on the Issuers of Private-Label Mortgage-Backed Securities Can Improve the Accuracy of Ratings

Sullivan & Cromwell discusses Bank Capital Plans and Stress Tests

Federal Reserve Issues Interim Final Rules Addressing Application of New Basel III-Based Capital Framework for Purposes of the 2013-2014 Capital Plan and Stress Test Cycle

The Federal Reserve recently issued two interim final rules that clarify how covered companies must

Editor's Tweet |
Editor's Tweet: Sullivan & Cromwell discusses Bank Capital Plans and Stress Tests http://wp.me/p2Xx5U-1te

Turning a Blind Eye: Why Washington Keeps Giving In to Wall Street

The following comes to us from Arthur E. Wilmarth, Jr., Professor of Law at GW Law and Executive Director of the Law School’s Center for Law, Economics and Finance.  This is a synopsis of his article Turning a Blind Eye:

Editor's Tweet |
Editor's Tweet: GW Prof. Arthur Wilmarth Jr. on Turning a Blind Eye: Why Washington Keeps Giving In to Wall Street http://wp.me/p2Xx5U-1sh

The Government Shutdown Could Affect Your Transaction

The US antitrust authorities will cease certain of their operations during the pending government shutdown and your transaction may be affected.

The US antitrust agencies receive an average of 25 Hart-Scott-Rodino (HSR) filings per week. During the current government shutdown, …

Editor's Tweet |
Editor's Tweet: Clifford Chance's Tim Cornell on The Government Shutdown Could Affect Your Transaction

Greenberg Traurig Summarizes the 2013 Amendments to the Delaware General Corporation Law

Recently, the Delaware legislature adopted and Delaware’s Governor signed into law several substantive amendments to the General Corporation Law of the State of Delaware (the DGCL), 8 Del. C. §§ 101 et seq.

New Provisions

Ratification of Defective Corporate

Editor's Tweet |
Editor's Tweet: Greenberg Traurig Summarizes the 2013 Amendments to the Delaware General Corporation Law http://wp.me/p2Xx5U-1pY

Is the STOCK (Stop Trading on Congressional Knowledge) Act Much Ado About Nothing?

The following comes to us from Jeanne L. Schroeder, a Professor of Law at The Benjamin N. Cardozo School of Law, Yeshiva University.  This is a synopsis of Taking STOCK: Insider and Outsider Trading by Congress, 5 WILLIAM & MARY

Editor's Tweet |
Editor's Tweet: Cardozo's Jeanne Schroeder on whether the STOCK (Stop Trading on Congressional Knowledge) Act Much Ado About Nothing?

Facebook, the JOBS Act, and Abolishing IPOs

The following comes to us from Adam C. Pritchard, the Frances and George Skestos Professor of Law at the University of Michigan Law School.  

A two-tier market system would go a long way toward promoting capital formation and curtailing speculation.

Editor's Tweet | 1 Comment  
Editor's Tweet: Michigan Law's Adam C. Pritchard on Facebook, the JOBS Act, and Abolishing IPOs http://wp.me/p2Xx5U-1qr