Sky Blog
SUMMARY
On August 15, 2014, in a case of first impression involving cross-border securities-based swap transactions, the Second Circuit held that the presumption against the extraterritorial application of Section 10(b), announced by the U.S. Supreme Court in Morrison v. National …
The following post comes to us from John M. Conley, William Rand Kenan Jr. Professor of Law at the University of North Carolina School of Law, and Cynthia A. Williams, Osler Chair in Business Law at Osgoode Hall Law School, …
On June 13, 2014, the Federal Deposit Insurance Corporation (FDIC), the Board of Governors of the Federal Reserve System, and the Office of the Comptroller of the Currency (collectively, the “agencies”) issued a final version of an addendum to the …
On July 30, 2014, the Securities and Exchange Commission (“SEC”) charged the CEO and former CFO of QSGI, Inc., a computer equipment company, with misrepresenting to the company’s outside auditors and investors the condition of the company’s internal controls over …
The following post comes to us from Andrew Verstein, Assistant Professor of Law at Wake Forest University School of Law. It is based on his recent article, “The Law and Economics of Benchmark Manipulation,” which is forthcoming in the Boston …
Summary
Berkshire Hathaway Inc. has agreed to pay a civil penalty of $896,000 concerning its conversion of notes into voting securities of USG Corporation in December 2013, which was more than five years after Berkshire’s HSR Act filing to acquire …
On July 23, 2014, the New York State Department of Financial Services (NYSDFS), the governmental agency that regulates the financial services and insurance industries in New York, released proposed regulations governing the use of virtual currencies in New York State …
The following post comes to us from John C. Coates IV, John F. Cogan Jr. Professor of Law and Economics at Harvard Law School. It is based on his recent article, “Securities Litigation in the Roberts Court: An Early Assessment,” …
On August 5, 2014, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (the “Agencies”) released a Joint Statement identifying common shortcomings and action steps for the 11 largest financial companies that initially filed …
The following post comes to us from Michael R. Siebecker, Professor of Law at the University of Denver Sturm College of Law. It is based on his recent paper, Bridging Troubled Waters: Linking Corporate Efficiency and Political Legitimacy Through a …
A recent Delaware Supreme Court decision highlights the growing risks to companies of extensive statutory “books and records” demands that recently have become a favorite in the toolkit of plaintiffs’ lawyers and even activist shareholders conducting what are often speculative …
When the Los Angeles Clippers sold for $2 billion, owners of sports franchises had good reason to rethink the value of their teams. In particular, Charles Wang, owner of the New York Islanders, had cause to regret his not yet …
The following post comes to us from Geoffrey Christopher Rapp, Harold A. Anderson Professor of Law and Values at the University of Toledo College of Law. It is based on his recent article, “Intelligence Design: An Analysis of the SEC’s …
More than five months since the Federal Reserve (Fed) issued its final Enhanced Prudential Standards[1] (EPS) for foreign banking organizations (FBOs), a considerable number of critical questions remain unanswered despite guidance from regulators. The June 26th publication of frequently …
Introduction
In two recent decisions written by Vice Chancellor Travis Laster, the Delaware Court of Chancery provided helpful judicial guidance on the application of the covenant of good faith in the context of related party transactions involving master limited partnerships …
In Kaess v. Deutsche Bank AG, No. 13-2364 (2d Cir. July 16, 2014), the Second Circuit applied the reasoning in its 2011 decision in Fait v. Regions Financial Corporation, 655 F.3d 105 (2d Cir. 2011), to hold that …
The following post comes to us from Benjamin P. Edwards, Director of the Investor Advocacy Clinic at Michigan State University College of Law. It is based on his working paper, “Securities Fraud, Federalism, and the Rise of the Disaggregated Class: …
The treatment of special purposes vehicles (“SPVs”) used to facilitate investments in portfolio companies has presented issues under Rule 206(4)-2 under the U.S. Investment Advisers Act of 1940 (the “Custody Rule”) since the current version of the Custody Rule was …
On July 23, 2014, the Securities and Exchange Commission voted 3-2 to adopt amendments to the rules that govern money market funds under the Investment Company Act of 1940. The amendments include the following:
The following post comes to us from Ronald Masulis, Scientia Professor of Finance at the Australian School of Business. It is based on his recent paper, Trading Rules, Competition for Order Flow and Market Fragmentation, which is co-authored by Amy …