Insights

On September 10, 2014, the Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors or major shareholders for delinquent Schedule 13D/13G and/or Form 41 filings in violation of federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. The SEC also charged six publicly-traded companies for…

Client Alerts | October 21, 2014 | Securities and Corporate Finance | Hedge Funds

In a long-awaited action, on September 9th the Division of Swap Dealer and Intermediary Oversight of the Commodities Futures Trading Commission (“CFTC”) issued an exemptive letter providing relief for private investment funds using general solicitation pursuant to Securities and Exchange Commission (“SEC”) Rule 506(c). Rule 506(c), which was issued last year pursuant to the Jumpstart…

Client Alerts | October 9, 2014 | Securities and Corporate Finance | Hedge Funds

The SEC announced yesterday that it had charged two individuals with insider trading in connection with the purchase by one of them of put options in advance of an announcement by Pershing Square Management, L.P. of its negative views about Herbalife. The actions are notable because of the position the SEC took regarding materiality. Among…

Client Alerts | October 1, 2014 | Securities and Corporate Finance

On September 16, 2014, the Securities and Exchange Commission (“SEC”) announced that it charged 19 firms and an individual trader with violations of Rule 105 of Regulation M under the Securities Exchange Act of 1934 (“Rule 105”). This round of sanctions follows the largest Rule 105 sanction ($7.2 million) announced in March of this year…

Client Alerts | September 30, 2014 | Hedge Funds

As discussed in our September 9, 2014 Legal Update “ISDA ISSUES 2014 CREDIT DERIVATIVES DEFINITIONS AND RELATED PROTOCOL,” the International Swaps and Derivatives Association (“ISDA”) has issued the 2014 Credit Derivatives Definitions (the “2014 Definitions”), which are expected to govern credit derivatives trades starting on September 22, 2014. ISDA has also issued a Protocol for…

Client Alerts | September 15, 2014 | Derivatives

The International Swaps and Derivatives Association (“ISDA”), the trade group for the over- the-counter derivatives industry, has issued the 2014 Credit Derivatives Definitions (the “2014 Definitions”) which are expected to govern credit derivative trades starting on September 22, 2014. The 2014 Definitions reflect numerous changes to the 2003 Credit Derivative Definitions (the “2003 Definitions”) which…

Client Alerts | September 8, 2014 | Derivatives | Securities and Corporate Finance | Hedge Funds

A recent decision by Judge Jed Rakoff of the District Court for the Southern District of New York, Securities Investor Protection Corp. v. Bernard L. Madoff Investment Securities LLC, provides reassurance to foreign investors in off-shore funds that payments they receive are beyond the reach of avoidance actions brought under the U.S. bankruptcy laws. The…

Client Alerts | July 9, 2014 | Securities and Corporate Finance

OVERVIEW We have previously issued newsletters discussing FATCA generally, preparation for compliance, and developments in the timeline for implementing FATCA. On June 25, 2014, the IRS released final instructions to new Form W-8BEN-E. This follows last week’s release of final instructions to Form W-8IMY. The FATCA world has been waiting for these instructions. FATCA GENERALLY…

Client Alerts | June 27, 2014 | Hedge Funds

This legal update serves as our annual reminder of the requirement to file Reports of Foreign Bank and Financial Accounts (“FBAR”). For the calendar year 2013, FBARs are required to be filed on or before June 30, 2014. The form was formerly known as Form TD F 90-22.1 and is now known as FinCEN Report…

Client Alerts | June 12, 2014 | Hedge Funds