On July 10, 2023, a notable decision took place in the United States District Court for the District of Minnesota. Chief Judge Patrick J. Schiltz granted a motion to dismiss a putative securities fraud class action lodged against a mattress and bedding company and two of its executive officers. The decision has been stirring interest…
In a recent development, an exchange-traded fund founder (ETF) and his associated investment advice entities have agreed to a $4.4 million settlement with the Securities and Exchange Commission (SEC). The settlement follows charges that the respondents violated the Investment Advisers Act and the Investment Company Act by betraying their duties of care and loyalty to…
The European Securities and Markets Authority (ESMA) recently issued a statement on sustainability disclosures in prospectuses under the EU Prospectus Regulation. Although the statement is primarily directed at EU National Competent Authorities (NCAs), ESMA explicitly states that the content should be considered by issuers and advisors during the preparation of prospectuses containing sustainability-related disclosures. The…
On July 10, 2023, the United States Court of Appeals for the Eleventh Circuit upheld the decision to dismiss a consolidated class action lawsuit against a biomedical company, certain executive members, and its former auditor. This case, titled Carpenters Pension Fund of Ill. v. MiMedx Group, Inc., No. 22-10633, had alleged violations of Section 10(b)…
A number of top international firms, like Cravath, Swaine & Moore and Mayer Brown, have advised on the $500 million sale of Hasbro-owned media company Entertainment One (eOne) to film and TV giant Lionsgate. Teams from global power cities such as London, New York and Paris were engaged to bolster the transaction. The Cravath team…
The strategy and demeanor of a general counsel (GC) can decisively sway the outcome of a regulatory issue. This position was articulated by Australia’s financial industry regulator at the 9th Annual General Counsel Summit in Sydney on August 7, 2023. Sarah Court, the Deputy Chair of the Australian Securities & Investments Commission (ASIC), during her…
Norton Rose Fulbright has expanded its capital markets expertise with the recent hiring of Ethan Chen, a partner from Kirkland & Ellis, who will be based in Hong Kong. Chen has considerable experience in initial public offerings (IPOs), U.S. registered equity and debt offerings, Rule 144A/ Regulation S offerings, and listings in Hong Kong. He…
On July 26, 2023, the U.S. Securities Exchange Commission (SEC) adopted new final rules concerning cybersecurity risk management, strategy, governance, and incident reporting by public companies, as reported by Foley & Lardner LLP on JD Supra. The primary features of these newly established rules are stipulated in two main points. Firstly, public companies are obliged…
Recent rulings in the Southern District of New York have sparked discussion on whether a token is considered a security. These cases in question are SEC v. Terraform Labs and SEC v. Ripple Labs. In under three weeks, two distinct rulings were made by separate judges. Judge Torres held that the digital asset XRP, under…
Blackstone Group’s Private Credit Fund and Secured Lending Fund have given a joint announcement about a significant change within their leadership structures, through securities filings. An existing deputy general counsel within their ranks has seen a promotion up to the level of chief legal officer. This individual will also take on the role of secretary…
In a move aimed at bolstering the transparency around cybersecurity risks, the U.S. Securities and Exchange Commission (SEC) enacted final rules requiring public companies to disclose pertinent cybersecurity incidents and strategies. The directive came into effect on July 26, 2023, generally obligating public organizations to shed light upon (i) the materiality of cybersecurity incidents within…
The U.S. Securities and Exchange Commission (SEC) is proposing amendments to a specific rule under the Advisers Act, touching those operating within the field of investment advising, according to recent reports. Targeting Rule 203A-2(e), or the “Internet Adviser Exemption,” the proposed changes aim to modernize the provisions. This rule provides an exemption to specific investment…
On July 31, 2023, in a noteworthy development in the banking sector and financial institutions, the United States Securities and Exchange Commission (“SEC”) circulated an alert detailing deficiencies in broker-dealers’ (“BD”) implementation of their Anti-Money Laundering (“AML”) and Countering Financing of Terrorism (“CFT”) controls. The directives were brought to light by the Department of Examinations….
In a significant decision, the Hong Kong court has determined that an individual bondholder under a global note structure cannot present a winding-up petition against a bond issuer. This ruling occurred in the case of Re Leading Holdings Group Limited [20232] HKCFI 1770. It was found that an individual beneficial holder does not possess directly…
In a recent ruling, US Federal District Court diverged from a precedent set by a fellow judge in the same courthouse. The development represents a noticeable shift in regard to motions to dismiss the Securities and Exchange Commission’s enforcement action against Terraform Labs Pte. Ltd. and Do Kwon. The posturing led to further discussions on…
In a pivotal moment within the ever-evolving landscape of cryptocurrency and securities law, Judge Jed S. Rakoff of the Southern District of New York issued a significant ruling in a lawsuit filed by the U.S. Securities and Exchange Commission (SEC) against Terraform Labs Pte. Ltd and its CEO, Do Hyeong Kwon. On July 31, 2023,…
Legal professionals in the corporate world should be aware of significant changes to the cybersecurity disclosure rules implemented by the Securities and Exchange Commission (SEC). The organization approved these new requirements on July 26, 2023 and they primarily focus on mandating public companies to make specific disclosures regarding substantial cybersecurity incidents and periodic disclosure of…
On July 13, 2023, the United States Court of Appeals for the Tenth Circuit handed down a key decision, reversing the dismissal of a putative class action against a poultry producer and several of its officers under Section 10(b) of the Securities Exchange Act of 1934. This case, titled Hogan v. Pilgrim’s Pride Corp., was…
The U.S. Securities and Exchange Commission’s (SEC) Cybersecurity Risk Management Strategy, Governance, and Incident Disclosure Rules have been officially recorded in the Federal Register. As per the official publication, these rules were published on August 4, 2023 and will become effective from September 5, 2023. These regulations provide the guiding principles and norms for cybersecurity…
In recent times, a significant legal question has been making waves in legal and financial circles, focusing on the intersection of loan syndication and securities laws. At the heart of the debate is a critical question: Are syndicated term loans subject to federal and state securities laws? A decisive case currently pending in the U.S….
On July 13th, a decision by Judge Analisa Torres of the United States District Court for the Southern District of New York turned heads in legal and cryptocurrency circles (JD Supra). The judge’s order pertained to the SEC v. Ripple Labs, Inc., case, finding that the token XRP, which is offered by Ripple Labs, Inc.,…
For both local and multinational corporations, nuanced legal regulations surrounding business practices and stock market behaviors can be challenging to navigate. A prime example of such a regulation surrounds the complexities of reverse stock splits in California, a subject that has garnered renewed attention in the market lately. In a recent blog post, legal commentator…
Just weeks after Judge Analisa Torres’s novel securities analysis in SEC v. Ripple Labs, a different judge in the Southern District of New York has drawn a distinction between Ripple’s approach and its policy outcomes. The judge’s argument is presented within the context of another highly-public, SEC enforcement action involving digital assets. For readers desiring…
On June 26, 2023, the International Sustainability Standards Board (“ISSB”) unveiled its first two sustainability disclosure standards, termed the “ISSB Standards”. The two standards, IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information (“IFRS S1”) and IFRS S2 Climate-related Disclosures (“IFRS S2”), aim to establish a global framework for corporate sustainability disclosures. Playing a…
Security has been heightened in Atlanta, most notably around the Fulton County Courthouse, in anticipation of potential charges against former President Donald Trump. As per the announcement made by the Fulton County Sheriff’s Office on Thursday afternoon, the main route encircling the courthouse will be off-limits for general traffic from Monday morning onwards. The augmented…