Securities

Expert Analysis

• Oxbow: Alignment Is Key In Put Valuation Processes

  

  The recent Oxbow Carbon Unitholder Litigation demonstrated many common put valuation issues, but also how an alignment mechanism can foster cooperation despite a highly adversarial relationship, say Kyle Gann and Jason Osborn of Winston & Strawn LLP.

• How Newly Broadened Venezuela Sanctions Affect Securities

  

  The U.S. Treasury Department’s Office of Foreign Assets Control recently amended the general licenses that authorize dealings in bonds and securities otherwise prohibited by U.S. sanctions on Venezuela — apparently to target parties that would facilitate transactions between Petróleos de Venezuela SA securities holders and blocked individuals, say attorneys at Hunton Andrews Kurth LLP.

• Maker-Taker Fees In A Fragmented Equity Market

  

  Competing U.S. equity exchanges attract liquidity by offering rebates to orders that make liquidity, and charging fees to orders that take liquidity, which may distort brokers’ incentives against their fiduciary duty. Such maker-taker fees are likely to attract further scrutiny from regulators and courts, say Ilan Guedj and Zhong Zhang of Bates White LLC.

• SEC Should Revisit Its Special Purpose Acquisition Co. Regs

  

  Although the U.S. Securities and Exchange Commission has removed some roadblocks to capital formation, it has not taken a fresh look at special purpose acquisition companies in over a decade — leaving operating companies that go public by merging with SPACs saddled with unnecessary restrictions, says Carol Anne Huff of Kirkland & Ellis LLP.

• PCAOB Enforcement Actions Decline As Board Faces Change

  

  Along with the appointment of five new members and other personnel changes at the Public Company Accounting Oversight Board, last year saw fewer settled disciplinary orders made public by the board. The decline is consistent with the trend at the U.S. Securities and Exchange Commission, says Robert Cox of Briglia Hundley PC.

• Fresh Takes On Seeking Costs And Fees Under Rule 45

  

  Recent case law reveals that courts vary widely in their approaches to shifting the costs and fees incurred in responding to a Federal Rule of Civil Procedure 45 subpoena. Nonparties responding to such requests should consider certain district court trends, say attorneys at Pepper Hamilton LLP.

• 10th Circ. Engages Superstorm Scalia With New 'Monsoon'

  

  The Tenth Circuit's recent extraterritorial application of securities law against Traffic Monsoon LLC and its founder was arguably inconsistent with the statutory text being examined. This case could bring the crux of Justice Antonin Scalia’s opinion in Morrison v. National Australia Bank back to the U.S. Supreme Court, says Timothy Work of Steptoe & Johnson LLP.

• Series

  Judging A Book: Smith Camp Reviews 'Echo Of Its Time'

  

  "Echo of Its Time" is the story of Nebraska’s federal district court from statehood in 1867 to the demise of Prohibition in 1933. Professors John Wunder and Mark Scherer have written an objective, unsentimental and insightful history, layered with context and rich in character study, says U.S. District Judge Laurie Smith Camp of the District of Nebraska.

• Securities Class Action Filings Show No Signs Of Abating

  

  The number of securities class action filings has remained high over the last year, and this trend is likely to continue, particularly if the markets remain volatile. But the good news for corporate America is that the number of dismissals also appears to be increasing, say attorneys at Skadden Arps Slate Meagher & Flom LLP.

• Momentive Disrupts Intercreditor Agreements And Reorgs

  

  The Momentive decision in the Southern District of New York, which warned against allowing senior secured creditors to “completely disable debtors from restructuring” and “scavenge on all assets in bird’s-eye view,” may have the unintended consequence of doing just that, say Adam Shiff and Shai Schmidt of Kasowitz Benson Torres LLP.