Columbia Law School
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Securities Regulation
What to Do When an Activist Comes Knocking
The following comes to us from Charles M. Nathan, Partner and Head of Corporate Governance Practice at RLM Finsbury.
Activist investors are currently the darlings of the equity markets and the financial media. Many of the leading activist investors …
Pepper Hamilton on the Relationship Between New Rule 506(c), Regulation S and AIFMD
Beyond the general aspects of the U.S. Securities and Exchange Commission (SEC)’s new JOBS Act rules previously discussed in this series of articles, issuers who rely on new Rule 506(c) for an onshore offering and Regulation S and foreign private …
FINRA Actions and the Due Diligence Obligations of Broker-Dealers in Private Placements
Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements for private placements that went into effect
Adjusting to Shareholder Activism
Active Shareholders are the New Normal, Placing a Premium on Management Preparedness, Board Awareness and Ongoing Shareholder Engagement for Public Companies
SUMMARY
The results of the 2013 proxy season and other recent corporate governance developments have demonstrated that boards and
Professor John C. Coffee, Jr. to Address U.N. General Assembly on the Role of Credit Rating Agencies at 4pm Today
The following comes to us from Public Affairs at Columbia Law School:
John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia Law School, has been asked by Vuk Jeremić, president of the 67th Session …
The Glass Boardroom: The SEC’s Role in Cracking the Door Open so Women May Enter
In my forthcoming article, The Glass Boardroom: The SEC’s Role in Cracking the Door Open so Women May Enter, I expose the lack of compliance among Fortune 50 companies in adhering to the SEC’s main rule relating to diversity …
The Going-Private Freeze-Out: A Unique Danger for Investors in Publicly Traded Delaware LPs and LLCs
The following post comes to us from Brent J. Horton, assistant professor at Fordham University Gabelli School of Business.
In my recent article, The Going-Private Freeze-Out: A Unique Danger for Investors in Delaware Non-Corporate Business Associations,[1] I examine …
Debevoise discusses SEC Amendments to Financial Responsibility and Custody Rules
On July 30, the Securities and Exchange Commission (the “SEC”) adopted new rules with respect to broker-dealer financial responsibility and custody. The rules came in two separate rulemakings. The first concerns amendments to SEC Rules 15c3-1 and 15c3-3 (and related
Cyborg Finance: The Emerging Future of Finance
In August of 2013, the global markets experienced the perils of an ongoing sea change in finance: Goldman Sachs encountered a serious options trading malfunction due to a programming error; Everbright Securities, a leading Chinese securities broker, suffered a nearly …
Wachtell Lipton on Liability Under the Federal Securities Laws
Our outline discussing the liability provisions of the federal securities laws – Sections 11, 12, 15 and 17 of the Securities Act of 1933, and Sections 10, 18 and 20 of the Securities Exchange Act of 1934 – has been …
Cadwalader on ESMA’s Consultation Paper on the Extra-Territorial Application of EMIR
The following comes to us from special counsel Assia Damianova and partner Nick Shiren of Cadwalader, Wickersham & Taft LLP in London.
On 17 July 2013, the European Securities and Markets Authority (“ESMA”) published a consultation paper (the “Consultation Paper”)1 …
Credit Risk Retention: Agencies Propose Revised Rule
The following is a joint press release from six federal agencies on the revised credit risk retention rule, available here.
Six federal agencies on Wednesday issued a notice revising a proposed rule requiring sponsors of securitization transactions to retain …
Troutman Sanders on Using Non-GAAP Measures – Observations after Ten Years of SEC Regulation
The SEC’s non-GAAP rules are set forth in Regulation G and in Item 10 of Regulation S-K, with the form of the disclosure driving which provision applies. Regulation G, the less restrictive of the two provisions, applies to all public …
Strengthening Oversight of Broker-Dealers by Instituting a Framework to Prevent Another Madoff
The facts surrounding Bernie Madoff’s unprecedented fraud are well-known. Through a Ponzi scheme, he stole untold billions over decades.[2] What is not as well-appreciated is that during the vast majority of this time, he operated solely as a registered …
Goodwin Procter discusses SEC Guidance on Real Estate Acquisitions
The SEC’s Division of Corporation Finance posted an updated Financial Reporting Manual on the SEC’s website on July 16. The Manual contains a number of substantive updates to the Staff’s guidance on real estate acquisitions, including regarding the application of …
Sullivan & Cromwell discusses SEC Amendments to Private Offerings Rules
On July 10, 2013, the Securities and Exchange Commission took action on three proposals relating to private offerings:
- Adopted final amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act to eliminate the prohibition on general
Federal District Court Expresses Skepticism That Dodd-Frank Extraterritorial Jurisdiction Provision Overturns Morrison in Government Enforcement Actions
Federal District Court Expresses Skepticism That Dodd-Frank Extraterritorial
Jurisdiction Provision Overturns Morrison in Government Enforcement Actions
In a memo we wrote on the day the Dodd-Frank Act was signed into law, we discussed a provision in that law seemingly intended …
Akin Gump Discusses Changes to Rules on the Private Placement of Investment Funds in Europe
On July 22, 2013, the Alternative Investment Fund Managers Directive (“AIFMD”) is due to be implemented in every member state in the European Union. One of the most immediate areas where the AIFMD will have an impact on the activities …
How the SEC’s New Whistleblower Program Changes the Securities Fraud Class Action Debate
The SEC’s new whistleblower bounty program promises financial rewards to eligible individuals who voluntarily provide the agency with original information about securities law violations, if that information leads to an enforcement action resulting in $1 million or more in sanctions. …