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Securities Regulation
Shadow Banking: The Regulatory Landscape at the Dawn of 2014
In the wake of the 2008 crisis, it soon became apparent that the fault lines of the global financial system extended far beyond the regulated banking sector to the less regulated “shadow banking” sector. Nonbank financial entities including (but not …
Recalculating “Loss” in Securities Fraud
The following comes to us from Scotland M. Duncan, an attorney at Jones Day in Pittsburgh, PA.*
It is axiomatic that calculating the amount of loss within securities fraud cases is essential to criminal sentencing. Until about a year …
SEC Releases Report on Regulation S-K’s Disclosure Requirements
On December 20, 2013, the Securities and Exchange Commission released a report, required by Section 108 of the JOBS Act, that reviews the disclosure requirements in Regulation S-K. The report summarizes the Commission’s prior initiatives, reviews the current disclosure requirements, …
Morrison & Foerster discusses When Legal or Compliance Personnel May Be Subject to Failure to Supervise Liability Under the Securities Laws
The SEC has provided some much-needed clarity on the issue of when broker-dealer compliance or legal personnel may be considered to be supervisors. On September 30, 2013, the Division of Trading and Markets (the “Division”) issued a set of eight
SEC Issues Proposed Regulation A+
Conflicts of Interest and Competition in the Proxy Advisory Industry
The following comes to us from Tao Li, Assistant Professor, Warwick Business School
Proxy advisors, private firms that help investors decide how to vote their shares, play an extremely powerful role in shaping corporate governance. As institutional investors vote billions …
Morrison Foerster’s Regulatory Reform Glossary
On Monday, December 16th, Morrison Foerster released what may be a first-of-its-kind regulatory reform glossary. The glossary, which is not comprehensive, is intended to serve as a helpful summary of neologisms and other acronyms (e.g., SIFI), nicknames (e.g., repo), and …
Hedge Fund Advisers’ Systemic Risk Disclosures in Bankruptcy
Hedge funds’ distressed and default debt investments in the United States have increased dramatically in the last two decades (from around $70 billion in 1998 to around $867 billion in 2007) and hedge funds with strategies that focus on distressed …
Morrison & Foerster discusses CFTC Speculative Position Limits Proposal
On November 5, 2013, the Commodity Futures Trading Commission (“CFTC” or “Commission”) proposed new speculative position limits. The proposal (“New Proposal”) would establish spot-month and non-spot-month limits for 28 core physical commodity contracts and their “economically equivalent” futures, options, and
Federal Agencies Adopt the Long-Awaited Volcker Rule
Faegre Baker Daniels Discusses Presentations in the Era of General Solicitation
The following post is based on a memo originally published by Faegre Baker Daniels LLP on November 15, 2013 which is available here.
In September 2013, the long anticipated final rules issued by the Securities and Exchange Commission (SEC) …
Independent Directors as a Handy Political Tool
Boards of public corporations have more independent directors than ever before. Sixty percent of boards of S&P 500 companies are not only majority independent, but have a single insider on the board: the CEO. While Jamie Dimon is still CEO …
A Corporate Culture Channel: How Increased Shareholder Governance Reduces Firm Value
The following comes to us from Jillian Popadak, an applied economics doctoral student in the Business Economics and Public Policy Department at Wharton, University of Pennsylvania.
Corporate governance affects firm value, capital productivity and economic growth. Given its economic importance, …
Commissioner Gallagher discusses Venture Exchanges
The following remarks were delivered by Commissioner Daniel M. Gallagher of the U.S. Securities and Exchange Commission at FIA Futures and Options Expo on November 6, 2013.
Thank you Walt [Lukken] for your very kind introduction. I am delighted to …
Embracing the S.E.C.’s New Executive Compensation Disclosure Rule
The S.E.C recently provoked a storm of controversy when it voted to amend the executive compensation reporting requirements for public companies under the Dodd Frank Act. Many commentators, corporate leaders, and law firms immediately attacked the proposed rules and have …
SEC Enforcement: Talking the Talk, But Walking the Walk?
Almost everyone has an opinion about securities enforcement. Many are disappointed (and even angry) that “few high level executives” have been prosecuted (criminally or even civilly) in connection with the 2008 financial crisis.[1] Deep in their bunker, the SEC …
Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rules, Part II: Permanent Registration Process
The following is based on a memo from Davis Polk, published on October 7, 2013, which is available here. The original memo contains many useful tables and definitions which have been omitted from this post.
On September 18, 2013, …
Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rule, Part I: Who is a Municipal Advisor?
On September 18, 2013, the Securities and Exchange Commission (“SEC”) adopted its final rule on the permanent registration of municipal advisors (the “Final Rule”). The Final Rule replaces the current temporary registration scheme for municipal advisors
SEC Commissioner Aguilar discusses the SEC’s Crowdfunding Proposal
The following is a speech given by SEC Commissioner Luis A. Aguilar on October 23, 2013, available here. It is entitled “Harnessing the Internet to Promote Access to Capital for Small Businesses, While Protecting the Interests of Investors.”…