Securities

February 25, 2020

The capital formation environment has significantly changed in the last two decades and, in particular, following the global financial crisis of 2008. The number of initial public offerings has declined, and M&A exits have become a more attractive option for many promising companies. This article reviews trends in the initial public offering market, notable alternatives to IPOs, and follow-on offering activity. Read our full article, published by Bloomberg Law.…

Free Writings + Perspectives

Seminar: Direct Listings: Experiment or New Paradigm?

By Michael Kraines

February 25, 2020

Date: March 12, 2020 Location: 1221 Avenue of the Americas, New York, NY 10020 Time: 8:00 AM Registration; 8:30 AM – 10:00 AM Program & Breakfast Register here Due to market structure and regulatory changes, the traditional capital-raising path for entrepreneurial companies has evolved. For companies in certain sectors, the firm commitment IPO may no longer be the goal. Successful direct listings have led many to consider this approach as an alternative. But is it…

Securities litigation and enforcement

EMC Prevails in Climate Change Securities Fraud Action

By Fahad Siddiqui

February 24, 2020

We recently wrote about a Complaint (the Complaint) brought by the State of New York against ExxonMobil Corporation relating to alleged climate change disclosure securities fraud. In December 2019, the Supreme Court of the State of New York dismissed the State of New York’s allegations (People of the State of New York v. Exxon Mobil Corporation, 452044/2018). This post briefly discusses the dismissal and its implications. Background In 2013, ExxonMobil received various inquiries and shareholder…

Securities litigation and enforcement

US federal court holds unsponsored ADRs may be subject to US securities laws

By Seth M. Kruglak & Ashley Kuempel

February 24, 2020

On January 28, 2020, in a case that potentially expands the liability of foreign companies, the US District Court for the Central District of California denied a foreign defendant’s motion to dismiss securities law claims brought by US purchasers of its unsponsored, unlisted American Depository Receipts (ADRs). Specifically, in Stoyas v. Toshiba Corp., — F. Supp. 3d —, No. 15-cv-4194, 2020 WL 466629 (C.D. Cal. Jan. 28, 2020), the District Court held that Plaintiffs sufficiently…

Free Writings + Perspectives

Global Financial Services CVC Report

By Anna T. Pinedo

February 24, 2020

CBInsights recently published its report on financial services corporate venture capital (CVC) activity. Globally, financial services CVC groups participated in $7.4 billion of funding in 2018 in 315 deals, with 2019 activity increasing to 368 deals and approximately $9.6 billion. Much of the growth has been in late-stage deals, which are Series D and later rounds. Citi Ventures, Mitsui Sumitomo and Ping An Ventures are among the most active investors. Bank deal share increased in…

FCPA Professor

Ten Years Ago …

By Mike Koehler

February 24, 2020

Ten years ago, what were you doing? Ten years ago FCPA Professor was a young website devoted to covering the Foreign Corrupt Practices Act and related topics. This post highlights what was making news a decade ago in the FCPA and related spaces. As highlighted here, the SEC formally established an FCPA Unit and announced a series of measures “to further strengthen its enforcement program by encouraging greater cooperation from individuals and companies in…

SEC Actions

This Week In Securities Litigation (Week of Feb. 24, 2020)

By Thomas Gorman

February 23, 2020

The Commission released a series of statements by various officials regarding the continued dialogue with representatives of audit firms regarding the audit quality in China and other emerging markets in the wake of the Coronavirus virus (here). The Monetary Authority of China also issued a release concerning efforts in that jurisdiction to ease the financial impact of the virus as discussed below. SEC Enforcement prevailed on a partial motion for summary judgment in yet…

Free Writings + Perspectives

Audit Quality in Emerging Markets and Coronavirus

By Anna T. Pinedo

February 23, 2020

Last week, in a joint statement, Securities and Exchange Commission Chair Jay Clayton, the Director of the Division of Corporation Finance, Bill Hinman, the SEC’s Chief Accountant, Sagar Teotia, and the PCAOB Chair, William Duhnke, commented on the continuing dialogue among the SEC, PCAOB, and representatives from the four largest US audit firms regarding audit quality across their global networks. The discussion focused on the challenges associated with audit work in emerging markets, including in…

Free Writings + Perspectives

Upcoming SEC Investor Advisory Committee

By Anna T. Pinedo

February 23, 2020

On February 27, 2020, the Securities and Exchange Commission’s Investor Advisory Committee will meet at 9.30 am. The meeting is open to the public and also is webcast. The Committee meeting agenda includes a discussion of accounting and auditing trends, with representatives from the Financial Accounting Standards Board among others. The agenda also includes a discussion regarding the potential impact to investors of the phase-out of LIBOR, which will include a diverse group of speakers…

FCPA Professor

This Week On FCPA Professor

By Mike Koehler

February 22, 2020

FCPA Professor has been described as “the Wall Street Journal concerning all things FCPA-related,” and “the most authoritative source for those seeking to understand and apply the FCPA.” Set forth below are the topics discussed this week on FCPA Professor. In honor of President’s day, this post highlights the roles of the Gerald Ford, Jimmy Carter, Ronald Reagan, and William Clinton administrations in enactment and subsequent development of the FCPA. This post takes a look…