Sky Blog
The SEC staff has released new guidance regarding the use of social media such as Twitter in securities offerings, business combinations and proxy contests (as a senior SEC official telegraphed at the Tulane Corporate Law Institute conference). Until now, SEC …
The Single Resolution Mechanism (SRM) just enacted by the European Parliament will fail in its essential mission of managing the failure of a systemically important bank in a way that overcomes the fatal link between sovereigns and their banks. The …
The following post comes to us from Elizabeth Pollman, Associate Professor, Loyola Law School, Los Angeles, and is based on her forthcoming article in the Minnesota Law Review entitled “A Corporate Right to Privacy.” The full paper is available here…
The following post comes to us from Diane Lourdes Dick, Assistant Professor of Law at Seattle University School of Law, and is based on her recent article entitled “Bankruptcy’s Corporate Tax Loophole,” 82 Fordham Law Review 2273 (2014). A …
The following post comes to us from Dan Ryan, Financial Services Advisory Leader at PricewaterhouseCoopers LLP, and is based on a PwC publication.
On April 8, the US banking regulators finalized the Enhanced Supplementary Leverage Ratio (“ESLR”) and released a …
The staff of the SEC’s Division of Investment Management (the “Staff”) issued IM Guidance Update No. 2014-4 discussing how a registered adviser or its investment advisory representatives (“IARs”) may use public commentary about them that appears on independent, third‑party social …
On March 21, 2014, the Division of Swap Dealer and Intermediary Oversight (“Division”) of the CFTC issued a no-action relief letter (the “2014 Letter”),1 to temporarily allow entities to deal in utility operations-related swaps, as defined in the 2014 …
In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, Chancellor Strine of the Delaware Chancery Court recently reaffirmed that the target company in a Delaware merger is the sole holder of the attorney-client privilege …
On February 26, 2014, in Chadbourne & Parke LLP v. Troice et al.,1 the Supreme Court narrowed the definition of “in connection with” as that term is used in the Securities Litigation Uniform Standards Act of 1998 (SLUSA). …
In 2012, the Republicans learned an important lesson: neither the White House nor many Congressional Democrats would resist major deregulation of the federal securities laws if that deregulation was packaged as a “JOBS Act.” 2014 is also an election year, …
The following post comes to us from John F. Coyle, Assistant Professor of Law at the University of North Carolina at Chapel Hill, and Joseph M. Green, Associate at Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP in New York, …
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 …
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 …
The following comes to us from Paul C. Hilal, a Partner at Pershing Square Capital Management, a New York City-based hedge fund founded in 2004.
Is shareholder activism good for the world?
A simple question, and yet it’s the subject …
Our Blog’s most recent Marketplace for Ideas series has considered whether the SEC should tighten its rules under the Williams Act, which now require that investors must disclose purchases of a 5% or greater stake in public companies within ten …
The following remarks were delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission in New Orleans, Louisiana, at the 26th Annual Corporate Law Institute at Tulane University Law School on March 27, 2014. A copy of …
The IRS has issued its first major ruling on the U.S. federal tax implications of transactions in, or transactions that use, Bitcoin and other convertible virtual currencies. The ruling stresses that it relates to convertible virtual currencies.[1]
One of the …
The following post comes to us from Dan Ryan, Financial Services Advisory Leader at PricewaterhouseCoopers LLP, and is based on a PwC publication.
Overview:
On February 25th, the EU’s two legislative bodies, the European Parliament (EP) and the …
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 …