In today’s complex financial landscape, determining what constitutes a security or commodity and discerning which whistleblower program to employ can be challenging. This article provides a basic overview to help guide decision making for legal professionals working within some of the world’s largest corporations and law firms. The question, “What is a security?” has both…
In a decisive move, the U.S. Securities and Exchange Commission (SEC) has recently filed charges against three former executives of telecommunications and cloud software company, Pareteum Corporation. This action by the SEC forms part of its fiscal-year-end enforcement surge, according to a news report by JD Supra. The accused, who held senior positions in the…
On September 25, 2023, a putative class action was brought before Judge Pamela K. Chen of the United States District Court for the Eastern District of New York. The plaintiff alleges that a leading international IT portfolio management services company and its executive leadership violated Sections 11 and 15 of the Securities Act of 1933,…
In an announcement on September 29, 2023, the U.S. Supreme Court confirmed it would be reviewing a prevalent assertion typically made in private securities litigation. This claim revolves around the purported failure to disclose, as mandated by Item 303 of Regulation S-K, or “Item 303”, allegedly supporting a case for securities fraud. The case in…
On September 20, the Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1, often referred to as the ‘Names Rule’, under the Investment Company Act of 1940. The Names Rule principally requires a registered investment company (RIC) or a business development company (BDC and collectively with a RIC, referred to as a “Fund” or…
The European Long-Term Investment Fund (ELTIF) stands as an investment instrument introduced for economic policy purposes to provide additional financing options to certain industries and companies. Spawned by the EU Commission in 2015, the uptake for ELTIF’s has been sluggish despite its potential benefits. As of July 2023, just 95 ELTIFs existed, according to the…
In September 2023, there’s been a surge in interesting developments in the fields of Payments, Digital Assets & Blockchain. Some key activities have been observed in both the United States and the United Kingdom, which could revolutionize the way payment systems operate in the future. The legal professionals operating in major law firms and corporations…
Fox Rothschild recently announced two additions to its Litigation department in the New York office, with the welcoming of new partners David A. Gehn and Matthew B. Baum. The news, which reached the industry on Monday, further strengthens the firm’s robust litigation team. Gehn brings to the firm his expertise in handling complex commercial and…
The ever-evolving landscape of privacy and security laws continues to impact corporations and law firms, with significant changes occurring at both state and federal levels. These changes, associated with breach notification statutes, narrow security provisions, and broader omnibus privacy laws, reflect the increasing importance and complexity of data protection in our digital age. State-level legislative…
On September 27, 2023, the Securities and Exchange Commission (the SEC) concluded a series of enforcement actions centered on insider ownership reporting failures. The investigative sweep resulted in settled enforcement actions against six officers, directors, and significant stakeholders of various public corporations. These parties were accused of neglecting to report timely information about their holdings…
In a recent ruling of significant interest to financial institutions and legal professionals, the United States Circuit Court of Appeals for the Second Circuit has given a verdict about the classification of term loan notes under state securities laws: Kirschner v. JP Morgan Chase Bank, N.A. JDSupra reports. The case is a culmination of debating…
The United States District Court for the Southern District of New York has made a notable ruling on a securities class action case involving a biopharmaceutical company. On September 25, 2023, Judge Lorna Schofield granted a motion to dismiss a proposed class action against the firm — referred to as the “Company” — that was…
Q3 large corporate bankruptcies have surpassed the total filings for 2021 and 2022 according to reports out this week. Despite this uptick, the year is still trailing behind the total commercial filings of 2020. Dan Roe from Law.com points out that large corporate bankruptcies are being marked as one of the most prevalent areas of…
In a noteworthy decision, the United States Court of Appeals for the Second Circuit declared on August 24, 2023, that loans are not “securities” under the legal purview of the Securities Acts of 1933 or the Securities Exchange Act of 1934, or for the purposes of state securities laws. This finding came in the long-awaited…
In January 2021, the United States enacted a landmark legislation – the Corporate Transparency Act (CTA), tucked within the National Defense Authorization Act for the Fiscal Year 2021. The Act aims to reduce the use of shell companies for illicit purposes by requiring greater transparency of US companies’ ownership structures. The CTA demands all “reporting…
Recently, the Securities and Exchange Commission (SEC) charged Newell Brands and its ex-CEO for providing allegedly misleading disclosure regarding a prominently featured non-GAAP financial measure, termed “core sales”. According to the details laid out in the SEC’s order and press release, Newell, a significant player in the market for consumer goods, portrayed the financial measure,…
In a recent development, a group of bipartisan members from the House Financial Services Committee sent a letter to Gary Gensler, the Chair of the U.S. Securities and Exchange Commission (SEC), urginghim to expedite the approval of spot Bitcoin exchange-traded products (ETPs). This request was made to the SEC on September 26. The members of…
The U.S. Supreme Court has granted certiorari in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P, a decision that was announced on September 29, 2023. The case arises out of a decision by the Second Circuit to revive an investor lawsuit, which alleges Section 10(b) and Rule 10b-5 violations on the basis of…
In recent news, the multinational corporation Albemarle has agreed to pay over $218 million to resolve investigations by the U.S. Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) concerning violations of the Foreign Corrupt Practices Act (FCPA). This substantial payment marks the end of a series of lengthy investigations into Albemarle’s involvement…
The Securities and Exchange Commission (SEC) recently shared its report on the Government-Business Forum on Small Business Capital Formation. This forum generates recommendations for the SEC to consider and implement in order to improve business practices. The report, released by Mayer Brown Free Writings + Perspectives, included a multitude of suggestions from a diverse range…
In recent developments concerning securities-fraud litigation, the balance in class-action lawsuits appears to be tipping in favor of the defendants, notably when allegations revolve around generic company statements. This progression within the legal landscape largely influences the way corporate executives portray crucial company news in SEC filings or during stock-analyst conference calls, understanding the implications…
In a series of recent moves, the National Labor Relations Board (NLRB) has distinctly veered towards a more employee-friendly stance, potentially posing substantial challenges for employers. These measures carry noteworthy adverse implications, particularly for employers in the insurance and securities industries. The detailed outline of these shifts and their probable impact can be explored in…
The Securities and Exchange Commission (SEC) has issued charges against officers, directors, and large investors in public companies for Schedule 13D, Schedule 13G, and Section 16 reporting violations. This announcement was made on September 27, 2023, highlighting SEC’s continued commitment to the enforcement of regulatory compliance for enhanced transparency and to protect investors. In the…
In a significant stride for transparency and oversight, the US Securities and Exchange Commission (SEC) has finalized new guiding rules for private fund advisers (PFA Rules). The new mandate is founded on the Investment Advisers Act of 1940, and carries the SEC’s aim to elevate transparency in private funds by requiring detailed and more specific…
The United States Securities & Exchange Commission (SEC) is increasing their focus on artificial intelligence (AI) with a mixture of regulatory actions, including an ‘AI Sweep Examination’. According to information obtained from a JD Supra report, these actions signal a new wave of scrutiny for AI applications in the financial and legal sectors. Last discussions…