Corporate Finance

By Covington Competition on June 26, 2019

On 14 May, Johan Ysewyn and Dirk Van Erps (DG COMP) gave a presentation on recent EU cartel enforcement at the annual Advanced EU Competition Law Conference in London. Their presentation covered developments in enforcement, policy, and court review between May 2018 and May 2019. There was not much cartel enforcement by the European Commission (“EC”) during the time period covered by the review. The EC issued only one settlement decision in Occupant Safety Systems …

Broker- Dealer Law Corner

Implicit Recommendations To Hold: FINRA’s Suitability Rule Goes Toe-To-Toe With SEC’s Regulation BI

By Alan Wolper on June 25, 2019

Nearly ten years ago, FINRA decided to update its old suitability rule, NASD Rule 2310. It had been around a long time, and while it seemed to work fine, FINRA decided to incorporate into the new amended rule – FINRA Rule 2111 – some new concepts. One such concept concerned recommendations to hold. Under the old rule, only recommendations to purchase, sell or exchange a security had to be suitable. Under the new rule, FINRA…

Money Laundering Watch

FinCEN’s Evolving Approach to Lurking Threats in Money Laundering and Terrorist Financing: Director Blanco’s Remarks at NYU Law

By Mary K. Treanor on June 20, 2019

On June 12, 2019, Kenneth A. Blanco, Director of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), provided remarks at the NYU Law Program on Corporate Compliance and Enforcement that underscored the agency’s evolving approach to emerging threats in money laundering and terrorist financing. His remarks specifically focused on: FinCEN’s approach to addressing a number of emerging money-laundering threats, including the crisis in Venezuela and the rise in business email compromise (“BEC”) fraud schemes; The agency’s…

Money Laundering Watch

Lawmakers Renew Effort to Overhaul AML Laws, Including Greater Beneficial Ownership Transparency

By Brad Gershel on June 20, 2019

The Issue of Who Truly Runs and Owns Entities Contines to Gnaw at Congress and Law Enforcement First Post in a Two-Post Series on the ILLICIT CASH Act On June 10, a bipartisan group of lawmakers in the U.S. Senate released a discussion draft of legislation proposing to overhaul the nation’s anti-money laundering (“AML”) laws. The discussion draft, titled The Improving Laundering Laws and Increasing Comprehensive Information Tracking of Criminal Activity in Shell Holdings (ILLICIT…

Securities Law Exchange

5 Interesting Takeaways from Uber Technologies’ IPO SEC Comments

By Jay Knight & Taylor Wirth on June 18, 2019

While monitoring SEC comment letters, we recently came across the batch of SEC comment letters issued to Uber Technologies, Inc. in connection with its IPO registration statement that was declared effective on May 9, 2019. The company’s response letters (with SEC comments repeated as is customary) are available below: February 15, 2019 March 12, 2019 April 1, 2019 April 11, 2019 April 22, 2019 Presented below are five interesting takeaways from the letters that may…

Broker- Dealer Law Corner

A Fish Out Of Water? A Futures Clearing Firm In A FINRA Arbitration

By Ken Berg on June 18, 2019

I am fortunate to have Ken Berg, a commodities regulatory guru, just down the hall from me, so I’ve never had to learn that stuff too well. But, here, as you will see, there can be considerable overlap between the securities and the commodities regulatory regimes. The decision that Ken writes about arose in the context of a commodities purchase, but it may have a significant impact on securities arbitrations. It makes good reading, therefore, even for…

Down the Wire

Towards a “Distribution Policy”

By Louise Parker on June 11, 2019

The Investment Association (“IA”) has published an interesting report following its investigation into dividend payment practices of UK listed companies. The research was carried out in response to the Department for Business, Energy and Industrial Strategy’s concern that an increasing number of companies are paying ordinary dividends without seeking shareholder approval, which undermines transparency and accountability to shareholders. This all comes off the back of the high-profile collapse of businesses such as Carillion and BHS…

Securities Law Exchange

12 Things You Need to Know About Drafting Management & Discussion Analysis (MD&A)

By Kevin Douglas on June 10, 2019

While developments with respect to the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section in SEC disclosure documents have garnered less attention in the legal press in recent years than certain other areas in the SEC disclosure arena, preparing and crafting MD&A disclosures remains a major area of focus for SEC disclosure lawyers. The MD&A is the section of a periodic report or registration statement in which management provides its…

Securities Law Exchange

SEC Grants Eligibility Waiver to Issue Whistleblower Award

By Michael Rivera on June 7, 2019

The Securities and Exchange Commission (SEC) recently awarded $3 million to joint whistleblowers despite concluding that the whistleblowers did not satisfy the technical eligibility requirements for receiving an award. See SEC Exchange Act Release No. 86010. The SEC Whistleblower Program has ramped up significantly the past few years, with record numbers of complaints being filed and awards being granted. In 2018, the SEC made two of its largest whistleblower awards: an $83 million award to three individuals;…

Money Laundering Watch

Congressional Funding Bill Pursues Approval of Financial Services for Marijuana Industry Through the (Temporary) Backdoor

By Brian N. Kearney on June 4, 2019

As we have blogged, there is perplexing, significant and ongoing uncertainty regarding just how federal criminal and Bank Secrecy Act laws will be – or will not be – enforced against financial institutions providing banking services to marijuana-related businesses (“MRBs”). As our blog has discussed, recent bipartisan efforts in the 116th Congress to provide a level of federal protection to financial institutions providing MRBs access to the banking system have been potentially promising and…