Securities

Expert Analysis

• 3 Federal Court Rulings Highlight Key Privilege Lessons

  

  Recent decisions from federal courts in Illinois, Delaware and New York illustrate the importance of proactively thinking about attorney-client privilege issues such as proper procedures for conducting a review, how common interest privilege can be invoked and when public relations firm communications are protected, say attorneys at Paul Weiss.

• Board Composition Leads 2020 Corporate Governance Issues

  

  This year corporate board nominating and governance committees may face increased pressure as investor demands focus on issues such as the number of corporate boards on which directors serve, board refreshment and diversity, say attorneys at Cleary.

• PCAOB's 2019 Enforcement Actions Hint At 2020 Focus

  

  The Public Company Accounting Oversight Board's modest increase in enforcement actions in 2019 suggests the board's 2020 priorities will include non-U.S. firms, quality control standards, workpaper accuracy and independence violations, says Robert Cox of Briglia Hundley.

• 5 Predictions For FCPA Enforcement In 2020

  

  In addition to joining the chorus of others who predict that increased global engagement by U.S. authorities will lead to record levels of Foreign Corrupt Practices Act enforcement, we also expect 2020 will bring changes in FCPA restitution, calculation of damages, declinations to prosecute and more, say attorneys at V&E.

• FIRREA Remains Potent Civil Fraud Enforcement Tool

  

  Last year, three court decisions addressing the Financial Institutions Reform, Recovery and Enforcement Act's civil monetary penalties provision — two at the final judgment stage and one at the pleadings stage — expanded FIRREA jurisprudence and remind us why this statute cannot be ignored, say attorneys at Morgan Lewis.

• Managing Money Laundering Risk In The Art Trade

  

  The Office of Foreign Assets Control's recent declaration that a Lebanese art dealer's gallery was used to conceal Hezbollah financing is a reminder to the art community of the need for strict compliance with U.S. criminal anti-money laundering laws, say Nicole Horowitz and Brendan Hanifin of Ropes & Gray.

• What SEC's Accredited Investor Proposal Means For PE Funds

  

  A recent proposal from the U.S. Securities and Exchange Commission would allow more investors to participate in private offerings, but divisions at the SEC and among investment advocates suggest further debate may be ahead before a finalized rule emerges, say Michael Gold and Nicholas Stewart at Saul Ewing.

• How Associate Life Has Evolved Over The Past Decade

  

  During the last 10 years, the need to embrace change was fundamental for law firms, and that change affected associates in many ways — most, but not all, for the better, says Brad Kaufman, co-president of Greenberg Traurig.

• Tribune Ruling Charts Course For Bankruptcy Safe Harbor

  

  In upholding the dismissal of fraudulent conveyance claims against former shareholders of the bankrupt Tribune Company, the Second Circuit may have laid out a path for parties looking to stay within a crucial Bankruptcy Code safe harbor provision, say attorneys at Cadwalader.

• Where The Fight Over FTC's Enforcement Authority Stands

  

  A flurry of year-end activity, including three petitions before the U.S. Supreme Court and a spate of proposed legislation, requires a recap on the current status of the debate over the Federal Trade Commission's Section 13(b) authority to obtain permanent injunctions and restitution, say John Villafranco and Khoury DiPrima of Kelley Drye.

• 2nd Circ. Ruling Could Lower Bar For Insider Trading Charges

  

  ​​​​​​​The Second Circuit’s recent decision in U.S. v. Blaszczak potentially makes it easier to prosecute insider trading cases by ruling the government doesn't need to prove an insider received any personal benefit in exchange for sharing material, nonpublic information, say attorneys at Goodwin.

• 3rd Circ. Sheds Light On Ch. 11 Liability Release Approval

  

  In Millennium Lab, the Third Circuit recently upheld the Delaware bankruptcy court's authority to approve a Chapter 11 plan containing nonconsensual liability releases, offering guidance on the factors courts may consider in deciding whether to approve them, says Jane VanLare of Cleary.

• Series

  Judging A Book: Dyk Reviews 'Democracy And Equality'

  

  In their new book "Democracy and Equality: The Enduring Constitutional Vision of the Warren Court," Geoffrey Stone and David Strauss provide valuable context for U.S. Supreme Court decisions under Chief Justice Earl Warren that have profoundly affected the country, but their overly protective attitude sometimes obscures reality, says Federal Circuit Judge Timothy Dyk.

• SEC's Audit Proposal May Bolster Compliance, Competition

  

  A newly proposed rule from the U.S. Securities and Exchange Commission on public companies' relationships with their auditors could make the current auditor independence framework easier to comply with, and mitigate competition pressure from issues that should not reasonably threaten an auditor’s objectivity, say Charles Smith and Andrew Fuchs at Skadden.

• The Pitfalls Of SEC's Crypto Regulation By Enforcement

  

  Absent clear rules to govern cryptocurrency, the U.S. Securities and Exchange Commission’s continued regulation by enforcement could result in industry stagnation, increased global competition, problematic messaging and due process issues, say attorneys at Quinn Emanuel.