Corporate Finance

By Jay Knight on August 21, 2019

Yesterday, the SEC charged TherapeuticsMD Inc., a pharmaceutical company headquartered in Boca Raton, Florida, with violations of Regulation FD based on its sharing of material, nonpublic information with sell-side research analysts without also disclosing the same information to the public. The SEC’s order finds that on two separate occasions in 2017, TherapeuticsMD selectively shared material information with analysts about the company’s interactions with the U.S. Food and Drug Administration (FDA). As detailed in the…

Money Laundering Watch

Update: Recent Momentum in Efforts to Provide Cannabis Businesses Access to Financial Services

By Gretchen L. Gurstelle on August 21, 2019

We regularly blog about the conflict between state and federal law related to cannabis and the uncertainty regarding how federal criminal and Bank Secrecy Act (“BSA”) law will, or will not, be enforced against financial institutions providing banking services to marijuana-related businesses (“MRBs”). Because of this continuing uncertainty, many MRBs must operate on a cash-only basis. This creates significant safety and security concerns for both the MRBs and the communities in which they operate, causes…

Securities Law Exchange

SEC Publishes Interpretations about Inline XBRL and Exhibit 104 (Cover Page Interactive Data File)

By Jay Knight on August 20, 2019

On August 20, 2019, the SEC staff published new interpretations in the form of Compliance and Disclosure Interpretations regarding Inline XBRL, which affirmed the guidance we previously posted about the new exhibit 104 cover page tagging requirements. The new interpretations are numbered as Questions 101.01 through 101.09 at this link.…

The Securities Edge

Disclosure effectiveness goes into high gear

By Robert B. Lamm on August 19, 2019

In recent years, the SEC has made a number of incremental changes to make disclosures more effective – not only more meaningful and user-friendly for investors, but also helpful to those of us who prepare disclosures for our companies and clients. The drive to make disclosures more effective seems to have kicked into a higher gear with the August 8 issuance of a proposal that may result in the most significant changes in the disclosure…

Covington Competition

The European Commission’s guidance on passing-on damages calculation

By Louise Freeman & Daniel Muheme on August 19, 2019

The European Commission (“EC”) has recently published Guidelines for national courts on how to estimate the share of the overcharge caused by cartels which was passed on by direct purchasers to their customers (“Passing-on Guidelines”). The Passing-on Guidelines provide an extensive practical overview of the applicable legal context, the relevant economic theory and quantification methods for the concrete harm caused to claimants in litigation.…

Securities Law Exchange

[Webinar] SEC FAST Act Cover Page Tagging Update

By Jay Knight on August 16, 2019

Large Accelerated Filers are now beginning to comply with the SEC’s new FAST Act requirements for cover page tagging using Inline XBRL. During the implementation process, questions have arisen regarding exhibits, and other aspects of technical and rule compliance. I am excited to be co-presenting in an upcoming free webinar on this topic titled, “SEC Fast Act Cover Page Tagging Update,” which is being sponsored by XBRL US, a leading non-profit organization supporting the implementation…

Broker- Dealer Law Corner

All-Public Arbitration Panels Are Paying Out Money At An Unprecedented Rate…Just As PIABA Intended

By Alan Wolper on August 16, 2019

I read an article this week in Investment News with the following headline: “Brokerage Customers Winning More FINRA Arbitration Cases.” As a guy who defends customer cases, I was naturally intriguied by this. According to the article, “brokerage customers who do file claims against their registered representative or firm are faring better in the process this year. So far in 2019, 176 cases have been decided, and 44%, or 78 cases, resulted in the customer…

Iowa Banking Law Blog

Nineteen Dickinson Attorneys Chosen for 2020 Best Lawyers in America

By noreply@dickinsonlaw.com Dickinson Mackaman Tyler Hagen P.C. on August 15, 2019

Dickinson Law is pleased to announce that 19 of the firms’ attorneys have been selected for inclusion in the 2020 Edition of The Best Lawyers in America®. Attorney F. Richard Lyford was also recognized by Best Lawyers® as the Litigation – Real Estate “Lawyer of the Year” in Des Moines. Since it was first published in 1983, Best Lawyers has become universally regarded as the definitive guide to legal excellence and is the oldest and…

Money Laundering Watch

FinCEN Director Blanco Addresses AML Compliance and Casinos

By Peter D. Hardy on August 14, 2019

FinCEN Director Kenneth A. Blanco delivered prepared remarks on August 13 at the 12th Annual Las Vegas Anti-Money Laundering Conference. We previously have blogged repeatedly on the anti-money laundering (“AML”) and Bank Secrecy Act (“BSA”) challenges facing the gaming industry. This post will discuss Director Blanco’s comments at a high level only, consistent with the generality of his prepared speech.…

The Securities Edge

The lowly D&O questionnaire

By Robert B. Lamm on August 13, 2019

I recently came across an article reporting that the interim president of a state university system had failed to report a number of corporate board seats on his ethics forms. That got me thinking about the forms he may have been asked to complete, which in turn got me thinking about D&O questionnaires. Getting directors and officers to accurately complete and return questionnaires in a timely manner is one of the most frustrating tasks faced…