Capital Markets

Expert Analysis

• SEC Proposals Could Be Game Changing For Proxy Process

  

  Recently proposed rule amendments from the U.S. Securities and Exchange Commission could overhaul the proxy process by making it harder for proxy advisory firms to issue voting recommendations, and by changing the requirements for shareholders submitting proposals, say attorneys at V&E.

• Warren Bill Presents Powerful Headwinds For Private Equity

  

  If passed, Sen. Elizabeth Warren's private equity reform bill would protect companies being purchased by private equity, but impose significant restrictions on funds by eliminating the liability shield and favorable tax treatment they currently enjoy, say Jon Brose and Kevin Neubauer at Seward & Kissel.

• Top Takeaways From The SEC's Banner Enforcement Year

  

  The U.S. Securities and Exchange Commission's fiscal year 2019 enforcement report demonstrates the Division of Enforcement's focus on protecting Main Street; that self-reporting initiatives and sweeps are working; and several emerging settlement trends from a record year for penalties and disgorgement, says Kurt Wolfe at Troutman Sanders.

• 7 Steps For Managing Private Equity Whistleblower Risk

  

  In light of the U.S. Securities and Exchange Commission's report last week that whistleblower payouts have declined, private equity firms — which face unique risks — should shore up policies to encourage internal reporting and discourage retaliation, say attorneys at Kirkland.

• How To Hire Lateral Partners More Effectively

  

  Although lateral partner hiring is the preferred method of inorganic growth among law firms, the traditional approach to vetting does not employ sufficient due diligence by the hiring firm, says Michael Ellenhorn at executive search firm Decipher Competitive Intelligence.

• High Court's Pass On 1 SEC Case Offers Insight Into Another

  

  The U.S. Supreme Court effectively recognized the U.S. Securities and Exchange Commission's extraterritorial reach in denying certiorari in Scoville v. SEC. The move may foreshadow the high court's eventual ruling in Liu v. SEC, which will determine the regulator's authority to seek disgorgement, say Adam Schwartz and Russell Koonin at Homer Bonner.

• Record Spoofing Settlement Provides Guidance For Traders

  

  A record $67.4 million settlement the U.S. Department of Justice and the Commodity Futures Trading Commission recently negotiated with Tower Research Capital over alleged futures market spoofing offers commodities traders enforcement and compliance guidance, and reflects increasing coordination among regulators, say Charley Mills and Matt Kulkin at Steptoe & Johnson.

• SEC Relief For Digital Custody Co. Takes Guarded Approach

  

  The U.S. Securities and Exchange Commission recently granted Paxos Trust Company limited no-action relief to settle securities using blockchain technology without registering as a clearing agency, demonstrating the regulator wants to better understand digital asset custody before allowing for broad adoption, say attorneys at Norton Rose.

• Bill Would Bridge Digital Realty Whistleblower Protection Gap

  

  The Whistleblower Programs Improvement Act's recent introduction in the Senate, along with overwhelming bipartisan support for a similar bill in the House, strongly indicates that Congress intends to extend whistleblower protections beyond the U.S. Supreme Court's 2018 Digital Realty decision, says Antuan Johnson at Katz Marshall.

• Can State Laws One-Up SEC’s Regulation Best Interest?

  

  Because the U.S. Securities and Exchange Commission has punted on whether Regulation Best Interest will preempt state broker-dealer conduct standards, state laws may face challenges under the doctrines of conflict preemption, as well as limitations from the federal securities laws, say attorneys at Williams & Jensen.

• Texas Could Take Page From Mass.'s Judicial Selection Book

  

  As Texas and other states review their judicial election processes, they would be well served by taking guidance from Massachusetts' Governor’s Council system, which protects the judiciary from the hazards of campaigning, says Richard Baker of New England Intellectual Property.

• Opinion

  What Headlines Missed About ‘Cartel’ Traders’ Trial 1 Year Ago

  

  In U.S. v. Usher, a Manhattan federal jury acquitted three British forex traders known as "the cartel" of antitrust allegations one year ago, but some common myths about the case, perpetuated by flashy headlines, still need to be debunked, say White & Case's Samuel Feldman and Mark Gidley, who represented one of the defendants.

• Series

  Judging A Book: McKeown Reviews 'Conversations With RBG'

  

  Reading Jeffrey Rosen’s "Conversations With RBG: Ruth Bader Ginsburg on Life, Love, Liberty, and Law" is like eavesdropping on the author and his subject while they discuss how the restrained judicial minimalist became the fiery leader of the opposition, says Ninth Circuit Judge M. Margaret McKeown.

• What Challenges To OCC Charter Mean For Fintech Cos.

  

  As cases challenging the Office of the Comptroller of the Currency's proposed national bank charter for fintech companies play out in the Southern District of New York and the District of Columbia, businesses may consider alternative options to access the U.S. banking system, say Pratin Vallabhaneni and Margaux Curie at White & Case.

• FINRA Exams Show Greater Cybersecurity, Comms Focus

  

  The U.S. Financial Industry Regulatory Authority's recent report on its 2019 examination findings and observations is notable for its increased granularity in observations related to cybersecurity risk management and digital communication tools, signaling heightened compliance expectations for those areas, say Tim Foley and Kate Hanniford at Alston & Bird.