Firm News | November 1, 2021
On January 16, 2015, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) announced that, in light of a directive from SEC Chair Mary Jo White, it will express “no views” on the application of Rule 14a-8(i)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the current…
Client Alerts | January 26, 2015 | Mergers & Acquisitions | Securities and Corporate Finance | Investor Activism | Hedge Funds
On December 10, 2014, the United States Court of Appeals for the Second Circuit reversed the convictions of two hedge fund managers for insider trading and conspiracy to commit insider trading. The Second Circuit’s opinion in U.S. v. Newman significantly narrowed the definition of insider trading and made it more difficult for prosecutors to pursue…
Client Alerts | December 17, 2014 | Securities and Corporate Finance
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
Overview On September 5, 2014, the IRS released a Chief Counsel Advice (ILM 201436049), which discusses the application of self-employment tax to members of a limited liability company providing investment management services. The CCA concludes that all members of the limited liability company (the “LLC”) are subject to self-employment tax on their distributive shares of…
Client Alerts | September 10, 2014 | Securities and Corporate Finance | Hedge Funds
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
Article can be read here
Attorney Articles | November 24, 2013 | Securities and Corporate Finance
Delaware amended Section 18-1104 of its Limited Liability Company Act (the “LLCA”) such that the managers and managing members of a limited liability company automatically owe fiduciary duties to the limited liability company and its members, unless the operating agreement expressly states otherwise. This change creates an impetus for managers and controlling members to check…
Client Alerts | September 2, 2013 | Securities and Corporate Finance
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