New Accredited Crowdfunding Platforms

The new registration exemption in connection with Rule 506 offerings and crowdfunding portals  significantly expand the scope of activity that non-broker-dealer registered entities may conduct. Section 201(c) of the JOBS Act provides that in connection with securities offered and sold in compliance with Rule 506 of Regulation D certain intermediary parties will not be subject […]

LEAVE A COMMENT :: TAGS ,
POSTED IN Capital Markets, Securities Regulation

Disentangling the Growing FCPA Web

Enacted in 1977, the Foreign Corrupt Practices Act (“FCPA”) prohibits the bribing of foreign officials for the purposes of obtaining or retaining business.  The FCPA has an extremely broad reach, allowing the Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) to bring claims against any publicly-traded companies and their officers, directors, employees, […]

LEAVE A COMMENT :: TAGS , ,
POSTED IN Litigation, SEC Investigations

Too Many Cooks in the Mergers Kitchen: BAE & EADS Merger Extinguished

Horizontal mergers are business consolidations that occur between firms which operate in the same sector, often as competitors, offering similar products and services. Horizontal mergers are common in industries with fewer firms because competition is higher and potential synergies and gains in market share are significantly greater for the merging firms.  Recent articles and speeches […]

LEAVE A COMMENT :: TAGS , , , ,
POSTED IN Comparative Law, Mergers & Acquisitions

Tooley Comes to Town – New York Appellate Court Adopts Delaware “Common Sense” Standard

On August 7, 2012, the Appellate Division, First Department of the New York Supreme Court adopted a test from the Delaware Supreme Court to determine whether a claim is direct or derivative.  The adoption of this test ends a pattern of case-by-case analysis that was, at times, unpredictable. A plaintiff asserting a derivative claim seeks […]

LEAVE A COMMENT :: TAGS , ,
POSTED IN Corporate Law, Litigation

Dodd Frank’s Next Chapter – Filling Regulatory Gaps in the Derivatives Sphere

As of July 2, 2012, a total of 221 Dodd-Frank rulemaking requirement deadlines passed. Only 81 have been met with finalized rules (which will become effective 60 days after publication). Despite such delays, Friday, July 6, 2012 marked a turning point in bringing Dodd Frank into practice when the Securities and Exchange Commission unanimously approved […]

LEAVE A COMMENT :: TAGS , , ,
POSTED IN Capital Markets, Derivatives, Dodd-Frank

Striking a Balance – Citigroup Fraud Settlement Take Two

According to a per curiam opinion issued by the Court of Appeals for the Second Circuit on March 15, 2012, Judge Jed Rakoff’s rejection of the SEC’s $285M settlement with Citigroup is likely to be overturned.  In November of last year, Judge Rakoff, United States District Court Judge for the Southern District of New York, […]

LEAVE A COMMENT :: TAGS ,
POSTED IN Litigation, SEC Investigations, Securities Regulation

Volcker Strikes Back: Paul Volcker Defends Prohibitions & Restrictions on Proprietary Trading

The current proposed Volcker Rule (“Rule”), has divided regulators, threatened bank’s international competitiveness, and failed to meet Wall Street reform groups’ demands for creating substantive changes in bank practice and culture. Despite such discord, regulators are set on creating a workable provision, having posed 394 questions for the industry and the public to consider. Monday, […]

LEAVE A COMMENT :: TAGS , ,
POSTED IN Dodd-Frank, Volcker Rule

Practicing What They Preach – Stop Trading on Congressional Knowledge Act

The House of Representatives approved the Stop Trading on Congressional Knowledge (“STOCK”) Act on February 9, 2012, by a vote of 417 to 2. The bill stands to (1) prohibit Members and Employees of Congress from using “nonpublic information derived from the individual’s position as a Member or Employee of Congress . . . for personal […]

1 COMMENT :: TAGS ,
POSTED IN Securities Regulation

Is FINRA Fatal? The Impact Of Extending SROs To Investment Advisers.

The Financial Industry Regulatory Authority (FINRA) is the largest independent regulator for securities firms doing business in the United States. As a Self-Regulatory Organization (SRO), FINRA is tasked with market regulation through contract with major U.S. stock markets, including the New York Stock Exchange, NYSE Arca, NYSE Amex, the NASDAQ Stock Market and the International […]

LEAVE A COMMENT :: TAGS , ,
POSTED IN Dodd-Frank, Securities Regulation

SEC Finally Responds to the Flash Crash

On May 6, 2010, the Dow plunged nearly 9.8% in 10 minutes, its biggest intraday point drop ever, according to the Wall Street Journal. After the midafternoon collapse, the Dow recovered to close only 3.2% below the prior day. Many individual equity securities and exchange traded funds (“ETFs”) suffered similar declines and reversals within a […]

LEAVE A COMMENT :: TAGS
POSTED IN Securities Regulation

- Fordham Corporate Center