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SEC Adopts Final Rules Intended to Prevent Fraud and Undue Influence in connection with Security-Based Swaps

On June 7, 2023, the Securities and Exchange Commission (the “SEC”) adopted two new rules (the “Rules”) targeting (i) fraud, manipulation and deception in security-based swap transactions, including a new prohibition on manipulation or attempted manipulation of the value of security-based swaps or payments or deliveries thereunder, and (ii) the potential for undue influence over…

Client Alerts | July 13, 2023 | Derivatives | Securities and Corporate Finance

Kleinberg Kaplan Announces Partner Promotions

January 3, 2023, NEW YORK – Premier boutique law firm Kleinberg Kaplan announces the promotion of two associates, Moshe Segal and Derek Stueben, to the firm partnership, effective January 1, 2023. Moshe is a member of Kleinberg Kaplan’s Private Funds & Investment Management group and Derek is a member of the firm’s Corporate Transactional &…

18 Kleinberg Kaplan Attorneys Named as 2022 Super Lawyers or Rising Stars

We are pleased to announce that 18 of the firm’s attorneys were selected for inclusion in the 2022 edition of Super Lawyers®, a national legal ranking. Attorneys were nominated by their peers and recognized for their outstanding professional achievement in several legal practice areas, including business litigation, estate & probate, mergers & acquisitions, real estate,…

Insider Trading and NFTs

On June 1, 2022, the United States Attorney for the Southern District of New York and the Assistant Director-in-Charge of the New York Field Office of the Federal Bureau of Investigation announced the unsealing of a two-count indictment for wire fraud and money laundering against Nathaniel Chastain, a top executive at Ozone Networks, Inc., d/b/a/…

Client Alerts | June 8, 2022 | Digital Assets and Cryptocurrency | Regulatory Defense | Securities and Corporate Finance

Historic Regulatory Shake-up for the Private Funds Industry

In recent months, the U.S. Securities and Exchange Commission (the “SEC”) has introduced a wave of proposals amounting to approximately 1,100 pages of new and amended rules that will significantly impact the private funds industry, likely subjecting it to an unprecedented degree of regulation. Many of these proposed rules would apply to all private fund…

Client Alerts | April 7, 2022 | Hedge Funds | Private Equity Funds | Securities and Corporate Finance

SEC Proposes Sweeping New Rules on Climate Risk Disclosure

On March 21, 2022, the Securities and Exchange Commission (the “SEC”) proposed new climate disclosure rules (the “Proposed Rules”)1, which would require registrants, including foreign private issuers, to disclose a broad array of information on climate-related risks and activities, including emissions data. Background The goal of the Proposed Rules, the SEC says, is to enhance and…

Client Alerts | April 7, 2022 | Investor Activism | Securities and Corporate Finance

SEC Proposes Overhaul of Beneficial Ownership Reporting, including Accelerated Filing Deadlines, Changes to Group Rules and Treatment of Cash-Settled Derivatives

On February 10, 2022, the Securities and Exchange Commission (the “SEC”) announced its proposals to amend Regulation 13D-G and Regulation S-T to address, they said, information asymmetries in financial markets and to modernize the regulations under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) to account for technological and financial innovations. …

Client Alerts | February 18, 2022 | Securities and Corporate Finance | Investor Activism

A Split in the Track: Transition from LIBOR – SOFR as Accepted New Benchmark Rate vs. Other Alternative Benchmark Rates

As discussed in our October 26, 2021 client alert, the ICE Benchmark Administration will cease to publish the USD LIBOR benchmarks on June 30, 2023,1 and the Alternative Reference Rates Committee (the “ARRC”) announced its recommendation that the forward-looking Secured Overnight Financing Rate (“SOFR”) term rates published by the CME Group should be utilized as…

December 6, 2021 | Securities and Corporate Finance | Special Situations and Credit | Derivatives

All Aboard! The Train Is Speeding Along: Transition from LIBOR – What Market Participants Need to Know About CME Term SOFR Licenses

As discussed in our January 29, 2021 client alert, the ICE Benchmark Administration will cease to publish the most widely used tenors of the USD LIBOR benchmarks on June 30, 2023.1 Additionally, financial institutions have been advised not to utilize the most widely used tenors of the USD LIBOR benchmarks for any financial products that…

Client Alerts | October 26, 2021 | Securities and Corporate Finance | Special Situations and Credit | Derivatives

SEC Enforcement Action Against SPAC, Sponsor, Merger Target, and CEOs for Misleading Statements

Background On July 13, 2021, the U.S. Securities and Exchange Commission (the “SEC”) filed an administrative enforcement action and announced a settlement with Stable Road Acquisition Corp. (“Stable Road”), a special purpose acquisition company (“SPAC”); SRC-NI Holdings, LLC, Stable Road’s sponsor (the “Sponsor”); Brian Kabot, Stable Road’s Chief Executive Officer and the Sponsor’s managing member (“Kabot”);…

Client Alerts | July 23, 2021 | Securities and Corporate Finance