Securities

August 2, 2021

Recently, I was talking to Steve Pantina, who is co-founder and CEO of Proxy Analytics. Steve has been providing his clients with insightful weekly updates on emerging trends from the 2021 proxy season. In one of his recent missives, he described the growing trend of smaller companies having to adjourn their shareholders’ meetings in order to solicit additional votes. Steve explained that, from what he can tell, the increase in the frequency of meeting adjournments…

FCPA Professor

Hall Of Fame Honor

By Mike Koehler

August 2, 2021

Pardon the off-topic post, but I am pleased to share that yesterday I was inducted as a player into the Wisconsin High School Basketball Hall of Fame. Below is the Hall of Fame Bio. Mike was born and raised in Elkhart Lake, WI, the son of a painter and nurse who sacrificed much to give him the opportunity to succeed. During his youth, Mike would keep his neighbors up with the sound of a dribbling…

SEC Actions

This Week In Securities Litigation (Week of August 2, 2021)

By Thomas Gorman

August 1, 2021

Robinhood is now valued at about $32 billion after raising approximately $2 billion in an IPO during which it initially offered shares at $38 but which closed at day end under $35. The firm had set aside over 30% of … This Week In Securities Litigation (Week of August 2, 2021) Read More » Source…

Free Writings + Perspectives

The SEC Adjusts the “Qualified Client” Tests for Inflation

By Melissa Pfeuffer

July 30, 2021

Effective August 16, 2021, the Securities and Exchange Commission will apply new threshold amounts with respect to the definition of “qualified clients,” raising the starting dollar amounts of the assets-under-management and net worth tests under Rule 205-3 of the Investment Advisers Act of 1940 (“Advisers Act”). Rule 205-3 allows an investment adviser to charge a qualified client performance fees. A qualified client meets one of the two following tests: Assets-under-management test: A client that has…

SEC Actions

Trends in Securities Class Action Filings: The Cornerstone Report

By Thomas Gorman

July 29, 2021

Cornerstone Research published its semi-annual analysis of trends in securities class actions filings on July 29, 2021 (here). The Report provides a detailed analysis of trends in this key are for issuers and compliance departments. Despite the pandemic, which may … Trends in Securities Class Action Filings: The Cornerstone Report Read More » Source…

Public Chatter

Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching

By Kelly Reinholdtsen

July 29, 2021

As companies continue to go public with dual classes of stock – SEC and proxy advisory firm scrutiny aside – questions arise around Form 4 reporting and short-swing profit recovery rules. For example, do you need to include all classes of stock on a Form 4 if you’re only reporting a transaction in one class? Are transactions in one class of securities matchable under the short-swing profit rules with transactions in another class of securities?…

Public Chatter

Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching

By Kelly Reinholdtsen

July 29, 2021

FCPA Professor

Scrutiny Of Indian Issuer Grows

By Mike Koehler

July 29, 2021

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There have been several Foreign Corrupt Practices Act enforcement actions regarding conduct in India (see here for some of the actions). Certain of those enforcement actions involved the conduct of Indian subsidiaries of U.S. issuers. However, it is believed that there has never been an FCPA enforcement action against an Indian issuer. That may change. As highlighted in this prior post, in November 2020 Dr. Reddy’s Laboratories Ltd., (an India-based pharmaceutical company with ADRs listed…

Oil and Gas Fraud Lawyer Blog

Prestige Equity – Tips to Spot a Fraudulent Investment Scheme

By Mark Alexander

July 28, 2021

Have you heard about the Dallas-based company selling limited partnership interests in an investment that returns 12%/annually, paid twice a year? The company claims to have 10,000 investors who have invested $250 million and earned $30 million interest. Sounds great. Right? Not so fast! Prestige Equity is yet another investment scam, like thousands before it. Recently, the Texas State Securities Board issued a cease and desist order to Robert Clemmons, Felix Crayborn, Grant Myers, William…

Free Writings + Perspectives

Mandatory Climate Risk Disclosures: SEC Chair Gensler’s Remarks

By Melissa Pfeuffer

July 28, 2021

Today, Securities and Exchange Commission Chair Gary Gensler spoke at the “Climate and Global Financial Markets” webinar, hosted by the Principles for Responsible Investment (PRI), the UN-supported network of investors—focusing his remarks on: “So, what does the SEC have to do with climate?” Giving a timely analogy related to the Olympics, the Chair explained that if sports never changed over the years and we were forced only to ever view the first Olympic games of 1896,…