Thursday, October 25, 2018 12:00 p.m. – 1:00 p.m. Eastern It’s time to get ready for the 2019 proxy and annual reporting season. Please join Mayer Brown Partners Jennifer J. Carlson, Robert F. Gray, Jr., Michael L. Hermsen, Anna T. Pinedo and Counsel Laura D. Richman for a complimentary webinar to discuss issues impacting the upcoming proxy season. Topics will include: Pay ratio disclosure Say-on-pay and other compensation disclosure matters Shareholder proposals Institutional…
A recent paper titled, “Why do firms go public through debt issuance instead of equity?” reviews the characteristics of companies that choose to access the public market through debt issuance.  There were approximately 600 initial debt offerings from 1987 to 2016.  Public debt issuers tend to be larger companies with higher ratios of operating cash flows to capital expenditure and are often sponsor-backed.  There is no industry concentration.  A small percentage (16%) subsequently…
In Re Davis, 2018 BCSECCOM 284, the British Columbia Securities Commission upheld permanent market prohibitions against Mr. Davis who committed fraud on one investor in the aggregate amount of (only) $7,000. Background Mr. Davis, who was never registered under the Securities Act (B.C.), purported to sell shares that he did not own to an investor over a period of two years. Throughout that time, Davis continued to deceive the investor by providing false assurances…
Since January 2018, the present U.S. administration has imposed a series of tariff policies (U.S. Tariff Policies) that potentially have a wide range of consequences. In this Lexis Practice Advisor® Practice Note, partner Anna Pinedo and associates Martin Estrada and Gonzalo Go discuss disclosure trends related to U.S. Tariff Policies.…
The legal noose is tightening around the necks of rogue cryptocurrency issuers in Quebec. PlexCorps’s legal troubles, as covered in our previous post, have deepened. In Autorité des marchés financiers c. PlexCorps, 2018 QCTMF 91, the Tribunal des Marchés Financier (TMF) qualified PlexCoin as an investment contract within the meaning of Quebec’s Securities Act. This should come as no surprise as all TMF decisions to date have qualified cryptocurrency products as investment contracts.…
October 23–26, 2018 Fort Mason Center for Arts & Culture 2 Marina Blvd. San Francisco, CA 94123 SOCAP is the world’s leading conference activating the capital markets to drive positive social and environmental impact – convening the marketplace at the intersection of money and meaning. The conference brings together impact investors, social entrepreneurs, philanthropists, business leaders and other innovators from across the world in a unique cross-sector approach to catalyze collaboration for change. Partner Anna
The Securities and Exchange Commission recently released its Strategic Plan for fiscal years 2018 to 2022.  The plan identifies three goals.  The first goal is to focus on the long-term interests of Main Street investors.  In order to accomplish this objective, the SEC intends to: enhance its outreach and educational efforts; pursue enforcement initiatives related to retail investor misconduct, including microcap fraud; modernize disclosure requirements and the EDGAR system; and promote investment options for retail…
On October 1, 2018, a public petition was filed with the US Securities and Exchange Commission for a rulemaking on environmental, social and governance (ESG) disclosure. The Petition was authored by two law professors and signed by investors and associated organizations representing more than $5 trillion in assets under management. This Legal Update outlines what the petition’s authors are requesting—and why.…
In recent comments, Commissioner Peirce shared her views on the role of the Securities and Exchange Commission in expressing a view regarding mandatory arbitration provisions. Commissioner Peirce noted that, in her opinion, the SEC does not have grounds to object to mandatory arbitration provisions. She noted that the Federal Arbitration Act “directs federal agencies to respect private contracts that favor arbitration.” To the extent that a corporate charter or bylaws are viewed as private…
The Ontario Superior Court of Justice has released what appears to be the final chapter in the Ontario Securities Commission’s (OSC) prosecution of Daniel Emerson Tiffin and Tiffin Financial Corporation. Background In July 2014, the Ontario Securities Commission’s administrative proceedings against Rezwealth Financial Services Inc., Pamela Ramoutar, Justin Ramoutar, Tiffin Financial Corporation, Daniel Tiffin, 2150129 Ontario Inc., Sylvan Blackett, 1778445 Ontario Inc. and Willoughby Smith, resulted in an order under s. 127 of the Securities…