Securities

Expert Analysis

• Changes Bring Structure To SEC Settlement Waiver Process

  

  The U.S. Securities and Exchange Commission's decision to allow firms to make settlements with the regulator contingent on requests to waive disqualifications under the federal securities laws gives firms more clarity around the collateral consequences of offers of settlement, say attorneys at Sidley Austin.

• CFTC's Silence Stings In Wheat Futures Manipulation Case

  

  The U.S. Commodity Futures Trading Commission v. Kraft and Mondelez case was expected to clarify new standards for prosecuting market manipulation, but instead ended in a settlement that failed to provide any guidance or context, and even barred the CFTC from publicly commenting on the case, says Braden Perry at Kennyhertz Perry.

• Breaking Down The SEC's Regulation Best Interest

  Excerpt from Lexis Practice Advisor

  

  The U.S. Securities and Exchange Commission's recently adopted Regulation Best Interest represents a significant rulemaking for the retail financial services industry that will require significant time and resources to make the necessary operational and compliance changes, say Jay Baris and Russell Sacks at Shearman & Sterling.

• Issues To Avoid In Fintech, Consumer Financial Services M&A

  

  Fintech-specific considerations and persistent regulatory scrutiny highlight the need to understand the risks involved — and necessary due diligence — before acquiring a consumer financial products and services business, says Jonathan Pompan at Venable.

• Class Settlements And The Risks Of Viral Media Attention

  

  When class settlements go viral — increasingly as a result of websites that promote settlement payouts — companies face extreme losses that could exceed reserves and available cash on hand. But there are several considerations that may help minimize this risk, says Kevin Skrzysowski at Risk Settlements.

• Crisis Messaging To Protect Law Firm Brand And Bottom Line

  

  When crises occur, such as data security incidents or gender bias suits, a well-prepared law firm has a thoroughly tested communications plan at the ready, which ensures the firm is the most proactive news source, prevents the crisis from escalating and notifies stakeholders about mitigation efforts, says Zach Olsen at Infinite Global.

• Shareholder Activism Pushes Boundaries Of Board Duties

  

  The Delaware Supreme Court’s recent decision in Marchand v. Barnhill may signal a shift in how the state recognizes broader stakeholder interests in the name of shareholder value, say Beth Boland and Andrew Howell at Foley & Lardner.

• Assessing The Cost, Legal Fallout Of Capital One Data Breach

  

  Following Capital One's recent massive data breach, Jack Lu of IPMAP estimates the incremental direct cost incurred for management of the breach and for post-breach legal and regulatory processes, shedding light on the economic and legal uncertainties.

• Perspectives

  What You Should Know About Courtroom Closures

  

  At attorney Greg Craig’s trial in D.C. federal court this week, the courtroom was cleared so prospective jurors could answer sensitive questions. Even seasoned litigators were left wondering about the nature of this subtle, yet significant, issue involving Sixth Amendment public trial rights, says Luke Cass at Quarles & Brady.

• Private M&A Indemnification Clarified In Chancery Ruling

  

  In Hill v. LW Buyer, the Delaware Chancery Court's opinion underscores the importance of including as much detail as possible in M&A parties' indemnification claims and submitting them in a timely manner to preserve their indemnification rights, says Sawyer Duncan at King & Spalding.

• Chancery Decision Demonstrates When To Skip Appraisal

  

  The Delaware Chancery Court's Appraisal of Jarden opinion shows that stockholders should seek out appraisal proceedings arising from mergers with caution, and consider a fiduciary duty action based on an inadequate sales process if the buyer is a strategic buyer, say Michael Maimone and Joseph Schoell at Drinker Biddle.

• Series

  Why I Became A Lawyer: A Seaweed Scientist's Odyssey

  

  In the early 1980s, I was working on my Ph.D. in marine biology and ecology. As part of an international team of scientists studying oil spill impacts on marine ecosystems, I saw a niche opportunity to combine science and law, says Andrew Davis of Shipman & Goodwin.

• Advisers Can Borrow From Banking's Model Risk Playbook

  

  In the absence of U.S. Securities and Exchange Commission rules to govern the investment management industry's use of models, asset managers can look to the Federal Reserve Board and U.S. Office of the Comptroller of the Currency's supervisory guidance on model risk management amid ongoing regulatory scrutiny of this area, say Michael Sullivan and Nicholas Kiritz at Promontory Financial Group.

• SEC's Amendments Streamline Reporting — In Some Cases

  Excerpt from Lexis Practice Advisor

  

  In light of the U.S. Securities and Exchange Commission's newly adopted amendments to Regulation S‑K, reporting companies should take a fresh look at quarterly reports on Form 10‑Q, as well as exhibits in their Form 10‑K, Form 10‑Q or registration statements, say attorneys at Gibson Dunn.

• Blockstack Token Offering Establishes Reg A+ Prototype

  

  The market's first-ever regulated digital token offering — from Blockstack in July — outlines the U.S. Securities and Exchange Commission's position on issuing digital securities under Reg A+, but token-specific guidance is still needed to fill in the gaps, says Daniel Payne at Murphy & McGonigle.