The Impact of the Financial Crisis on Nonfinancial Firms: The Case of Brazilian Corporations and the “Double Circularity” Problem in Transnational Securities Litigation

This Article discusses the impact of the international financial crisis on Brazilian capital markets. While the banking industry was not significantly affected, leading nonfinancial corporations experienced severe financial turmoil. Two Brazilian corporations cross-listed in the United States — Sadia S.A. …

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) …

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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.”

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Editor's Tweet: SEC Commissioner Aguilar discusses the SEC's Crowdfunding Proposal http://wp.me/p2Xx5U-1y5

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 …

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Editor's Tweet: Wachtell Lipton Discusses SEC Penalties: Getting Tougher, and Remembering Some History http://wp.me/p2Xx5U-1vV

SEC Proposes Cross-Border Security-Based Swap Rules

On May 1, 2013, the Securities and Exchange Commission took long-awaited action to propose rules governing cross-border activities in security-based swaps. The SEC’s proposal, developed over the course of more than two years, reflects a holistic approach that differs in …

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Editor's Tweet: Annette Nazareth discusses the SEC's Proposed Cross-Border Security-Based Swap Rules

Approaching Deadline for Nasdaq-Listed Companies to Implement New Compensation Committee Standards

As annual meeting season approaches, so too does the first deadline for companies listed on the NASDAQ Stock Market (Nasdaq) to comply with amended compensation committee rules. Traditionally, evaluation of director independence of Nasdaq-listed companies differed for purposes of serving …

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Editor's Tweet: Arnold & Porter Discusses Approaching Deadline for Nasdaq-Listed Companies to Implement New Compensation Committee Standards

The Case for a Junior Equity Market

The following post comes from Professor Jeff Schwartz of the University of Utah S.J. Quinney College of Law:

The influential SEC Advisory Committee on Small and Emerging Companies recently approved a new set of recommendations.  The boldest among them is …

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Editor's Tweet: Professor Jeff Schwartz of the University of Utah discusses the case for a junior equity market.

Do Impending Delaware Law Changes Mean a Seismic Shift for Cash Tender Offers in Business Combinations?

Delaware appears almost certain to adopt changes that would become effective August 1 to the Delaware General Corporation Law (DGCL) which would change the process for back-end mergers after a tender offer closes.

Under this change,  a Buyer of over …

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Editor's Tweet: Will impending Delaware law changes mean a seismic shift for cash tender offers in business combinations?

Alston & Bird Discusses How Hedge Funds and Private Equity Firms Can Manage FCPA Risks

In recent years, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have aggressively investigated and enforced both the anti-bribery and accounting provisions of the Foreign Corrupt Practices Act (FCPA). Many of these matters have been the …

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Editor's Tweet: Alston & Bird Discusses How Hedge Funds and Private Equity Firms Can Manage FCPA Risks

Wachtell Lipton Discusses the SEC and “Exceptional” Cooperation

Earlier this week, the SEC announced that it had entered into a non-prosecution agreement (NPA) with Ralph Lauren Corporation to resolve an investigation under the Foreign Corrupt Practices Act (FCPA).  While the Department of Justice also announced that it had …

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Editor's Tweet: Wachtell Lipton Discusses the SEC and “Exceptional” Cooperation

Developing Solutions to Ensure that the Automated Systems of Our Marketplace are Secure, Robust, and Reliable

Commissioner Luis A. Aguilar gave the below statement at the SEC Open Meeting on March 7, 2013

In recent years, the securities markets have undergone significant changes, and none has had more impact than the development of technology systems with …

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Editor's Tweet: SEC Commissioner Aguilar on the Regulation of Automated Systems

Applying Morrison v. National Australia Bank, the Supreme Court Rejects Extraterritorial Application of the Alien Tort Statute

Editors Note:  The author, a partner at Wachtell, Lipton, Rosen & Katz argued the Morrison case for the defendants in the Supreme Court.

Just as it extinguished class-action litigation tourism under the Securities Exchange Act three years ago in Morrison 

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Editor's Tweet: Wachtell's Conway discusses SUpreme Court's recent application of Morrison v. NAB to the Alien Tort Statute

An International Outlook for the SEC

Commissioner Walter delivered the below remarks on March 24, 2013 to the Australian Securities and Investments Commission Forum (via videoconference)

Good morning. Thank you, Greg [ASIC Chairman Greg Medcraft] for that kind introduction.

It is a real pleasure to be …

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Editor's Tweet: SEC Commissioner Elisse Walter describes an International Outlook for the SEC

Morrison and Foerster discusses Issues for Foreign Broker-Dealers under Rule 15a-6

Noting the increasingly global nature of financial markets, the U.S. Securities and Exchange Commission (“SEC”) adopted Rule 15a-6 nearly twenty four years ago to facilitate limited access by foreign broker-dealers to customers in the United States. During the years since …

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Editor's Tweet: Morrison and Foerster discusses Issues for Foreign Broker-Dealers under Rule 15a-6

Bingham Discusses the SEC’s Request for Input on a Potential Uniform Fiduciary Standard of Conduct

The Dodd-Frank Act gave the SEC the authority to adopt, but did not require it to adopt, a uniform fiduciary standard of conduct for both broker-dealers and investment advisers when providing personalized investment advice about securities to retail customers. On …

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Editor's Tweet: Bingham Discusses the SEC's Request for Input on a Potential Uniform Fiduciary Standard of Conduct

Dodd-Frank’s Missed Opportunity on Whistleblower Law

One of the highest-profile provisions of the Dodd-Frank Act is Section 922. That provision provides protection and monetary awards for whistleblowers. To qualify, the whistleblower must provide information to the Securities and Exchange Commission that leads to the recovery of …

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Editor's Tweet: Professor Anthony J. Casey of University of Chicago Law School discusses Dodd-Frank’s Missed Opportunity on Whistleblower Law