Sky Blog
The Treasury Department and the IRS recently released Notice 2014-52 (the “Notice”), which describes regulations that the government intends to issue to target the tax benefits of corporate inversions. The provisions of the Notice are summarized in our previous client …
On August 26, 2014, the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) issued a notable decision in the chapter 11 cases of MPM Silicones, LLC and its affiliates (the “Debtors”) that could have far-reaching …
The following speech was delivered by Chair Mary Jo White of the U.S. Securities and Exchange Commission at the SAIS Global Conference on Women in the Boardroom. A copy of the speech is also available here.
Good …
In the first half of 2014, master limited partnership (MLP) mergers and acquisitions (M&A) transactions represented approximately 25 percent of all US oil and gas industry M&A activity. MLP transactions in the midstream and upstream subsectors have dominated the MLP …
Few crises are worse for a public corporation than to lose one of its top officers to a federal criminal investigation, particularly one resulting in a conviction. Yet, the loss of such an officer to an investigation is not unheard-of, …
On September 30, 2014, the Delaware Supreme Court reversed a jury verdict finding that ev3, Inc. breached its contractual obligation to the shareholders of Appriva Medical, Inc., a company purchased by ev3. In ev3, Inc. v Lesh, No. 515m 2013…
The following post comes to us from Jonathan D. Glater, Assistant Professor of Law at the University of California Irvine School of Law. It is based on his recent paper, “Hurdles of Different Heights for Securities Fraud Litigants of Different …
Financial services firms facing enforcement proceedings at the hands of the U.S. Securities and Exchange Commission (SEC) or any other financial industry regulator must consider disclosure obligations in the context of the various collateral consequences that may arise from such …
On September 8, 2014, the Securities and Exchange Commission (the “SEC”) published a proposed rule (the “Proposed Rule”) providing that certain communications involving quotes of security-based swaps will not be deemed to constitute offers of such security-based swaps or of …
The following post comes to us from Salil K. Mehra, Professor of Law at the Temple University Beasley School of Law. It is based on his recent paper, “De-Humanizing Antitrust: The Rise of the Machines and the Regulation of Competition,” …
Two key features of the JOBS Act – general solicitation in Rule 506 offerings, and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 (the “1934 …
Corporate law normally moves at a glacial pace, but sometimes there are periods of rapid change, much of it invisible to the ordinary observer. 2014 may be witnessing such a period of rapid, low-visibility change. Between May 29 and September …
The following post reproduces the text of a letter written by a group of corporate law professors at the University of California, Berkeley, School of Law in response to the U.S. Department of Health & Human Services’ request for comments …
SUMMARY
On September 16, 2014, the United States District Court for the District of Columbia dismissed a broad-based challenge to the interpretive guidance and policy statement issued by the Commodity Futures Trading Commission (“CFTC”) in July 2013 relating to the …
The following speech was delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission on September 17, 2014. A copy of the speech is also available here.
Thank you, David [Burton], for that introduction. I appreciate …
The Securities and Exchange Commission recently issued valuation guidance for all registered investment companies and business development companies embedded in the adopting release relating to money market reform.[1] Although the guidance, which relates primarily to the use of amortized cost …
The following post comes to us from Virginia Harper Ho, Associate Professor of Law and Docking Faculty Scholar at the University of Kansas School of Law. It is based on her recent paper, “Shareholder Activism & the Risk Hypothesis,” which …
On September 10, 2014, the Securities and Exchange Commission (SEC) announced a series of enforcement actions against 28 officers, directors, and major shareholders—so-called “insiders”—for failure to file timely reports under Sections 16(a), 13(d) and 13(g) of the Securities Exchange Act …
The following post comes to us from Sarah C. Haan, Associate Professor of Law at the University of Idaho College of Law.
With midterm elections six weeks away, the newest CPA-Zicklin Index has been published here. The 2014 Index …
On September 18, 2014, Gibson Dunn hosted a webcast on shareholder activism. In addition to partners Eduardo Gallardo, Beth Ising and Adam Offenhartz, Matthew Sherman from Joele Frank and Scott Winter from Innisfree M&A also participated. Topics covered include current …