Securities Regulation
Mary Jo White Throws Down the Gauntlet: Vows to Wield the SEC’s Full Enforcement Arsenal Against Corporate and Individual Wrongdoers
The following comes to us from Michael Rivera, a partner at Venable LLP in Washington, D.C.
Securities and Exchange Commission Chair Mary Jo White warned that the SEC will pull no punches under the leadership of the former federal prosecutor. …
SEC Issues Proposal on Crowdfunding
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 …
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 …
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 …
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 …
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, …
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, …
In the Wake of the Whale, What’s Changed?
The “London Whale” is far from the financial crime of the century, but it may well be the financial blunder of the decade. Crimes and blunders are, of course, different, but the slow and inconsistent response by JPMorgan Chase & …
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 …
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, …
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 …
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.…
Baker & Hostetler discusses the Philip Falcone & Harbinger Capital Settlement
On August 19, 2013, the Securities and Exchange Commission (SEC) announced that New York-based hedge fund adviser Philip A. Falcone and his advisory firm Harbinger Capital Partners — which once boasted $26 billion under management — agreed to a settlement …
Commoditizing Creditor Control
The following comes to us from Yesha Yadav, Assistant Professor of Law at Vanderbilt Law School:
Scholars have long lamented that the growth of modern finance has given way to a decline in corporate governance. According to current theory, the …
Clearinghouse Overconfidence
The following comes to us from Mark J. Roe, the David Berg Professor of Law at Harvard Law School:
Regulatory reaction to the 2008-2009 financial crisis focused on complex financial instruments that deepened the crisis. A consensus emerged that these …
Goodwin Procter discusses Basel Committee and IOSCO Publication of Policy Framework Establishing Minimum Standards for Margin Requirements for Non-Centrally Cleared Derivatives
The Basel Committee on Banking Supervision (“BCBS”) and the International Organization of Securities Commissions (“IOSCO”) jointly issued a final policy framework (the “Policy Framework”) establishing minimum standards for margin requirements for non-centrally cleared derivatives. The Policy Framework is a result …
“Bad Actors” and Worse Policy
Is the SEC capable of blushing? Increasingly, there are occasions in which the Securities and Exchange Commission takes positions so inconsistent with the protection of investors and its own history and so deferential to the industry that one has to …