Securities - Page 3
This is FindLaw's collection of Securities articles, part of the Finance section of the Corporate Counsel Center. Law articles in this archive are predominantly written by lawyers for a professional audience seeking business solutions to legal issues. Start your free research with FindLaw.
Finance
Securities Articles
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The SEC has proposed new Exchange Act Rule 14a-11 that would, under certain circumstances, require a company to include information regarding a shareholder ‚ ’s nominee for election as a director in the company ‚ ’s proxy materials. As proposed, Rule 14a-11 would apply to all companies subject to the proxy rules, including investment companies, provided one of the following triggering events has occurred. -
The SEC recently adopted amendments to Rule 10b-18,1 a rule that provides issuers with a safe harbor from market manipulation liability under the federal securities laws. The amendments are intended to simplify and update the safe harbor provisions in light of market developments since the adoption of Rule 10b-18 in 1982. -
While many companies obtained the IPO "brass ring" in the capital markets' most recent expansion, today many public companies are returning that prize by going private. The following discussion explores (i) the factors many public companies consider for going private, (ii) the predominant going-private transaction structures, and (iii) the fiduciary duties imposed by Delaware courts on boards evaluating such transactions involving controlling shareholders. -
The partial settlement announced on November 13, 2003, between the Securities and Exchange Commission and Putnam Investment Management LLC highlights a significant trend in recent enforcement actions: the imposition of substantial corporate governance reforms and related independent monitoring of these required changes. Understanding these specific reforms provides insight into what non-monetary terms the SEC may expect or require in the current regulatory environment. -
The year 2004 saw a continuation of the very strong Canadian income fund market, with approximately 35 new income funds taken public. The market for cross-border income funds using innovative structures designed to solve the complexities of cross-border tax issues has been slower to take off than was predicted last year. -
I am often put in a precarious position when asked to discuss the types of cases that I work on. At one particular well-attended family function, one of my teenaged daughters asked, "Dad, did you nab the crook who ran away with everyone's money??" Due to the highly confidential and sensitive nature of recovery work that I perform, I never discuss specific examples. But the keen interest is telling: more people are becoming aware of civil fraud as an emerging area of law. At the same time, civil fraud is poorly understood. -
Defining the scope of the law as it relates to derivatives is difficult given the extent of the market, the variety of market participants and the paucity of jurisprudence related to derivatives. Derivatives take two forms: (i) exchange-traded derivatives, which are traded on recognized exchanges, and (ii) over-the-counter ("OTC") derivatives, which are privately negotiated and customized bilateral contracts under which two parties agree to complete transactions specific to the parties, the obligations under which may only be transferred to a third party under the terms agreed to by the parties. -
The lawyer's primary function is to counsel and assist clients in conduct that is "within the bounds of the law." -
Lawsuits by victims of Bernard Madoff's alleged $50 billion Ponzi scheme are already appearing on court dockets nationwide. But as the economy continues its freefall, the cases filed so far could be just the tip of a much-larger litigation iceberg. If so, they may provide a preview of how future lawsuits will play out. -
This Client Alert examins the "Gramm-Leach-Bliley Act".