Blog - Corporate Finance & Securities


New York Proposes AML Certification by Chief Compliance Officers Creating Potential Personal Criminal Liability Mar 28, 2016

The New York State Department of Financial Services (“NYSDFS”) has proposed a new rule in their anti-terrorism and anti-money laundering regulation that would subject chief compliance officers of New York financial firms to potential personal criminal liability. NYDFS over the last four years has conducted investigations into financial institution compliance of...

Two Former Rabobank Traders Convicted and Sentenced to Prison in U.S. Over Libor Rigging Mar 14, 2016

Two former traders at Rabobank Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., a Netherlands based bank (“Rabobank”), were sentenced to prison on March 10, 2016 by U.S. District Judge Jed S. Rakoff of the Southern District of New York, for the manipulation of the London Interbank Offered Rates (“LIBOR”) for the U.S. Dollar...

SEC Awards Company Outsider Whistleblower More Than $700,000 Jan 15, 2016

The Securities and Exchange Commission (“SEC”) awarded a company outsider more than $700,000 for providing information in a detailed analysis that led to a successful SEC enforcement action. The SEC did not identify the whistleblower or the company that is subject to the enforcement action due to confidentiality protections afforded to...

U.S. FILINGS DUE JUNE 30, 2015 BY FOREIGN OWNERS OF U.S. BUSINESS AND U.S. OWNERS OF FOREIGN BUSINESS Jun 24, 2015

The U.S. Bureau of Economic Analysis (BEA), an agency of the U.S. Department of Commerce, has announced updated filing requirements relating to Form BE-10 (Benchmark Survey of U.S. Direct Investment Abroad) and Form BE-13 (Survey of New Foreign Direct Investment in the United States). Form BE-10 The Benchmark Survey of U.S. Direct...

SEC's Reg A+ Takes Effect: Not All States Agree Jun 23, 2015

The Securities and Exchange Commission (“SEC”) adopted rule amendments to Regulation A under the Securities Act of 1933 (the “Securities Act”) on March 25, 2015. The final rules and form amendments became effective on June 19, 2015.   These new capital raising rules, authorized by the Jumpstart Our Business Startups Act...

SEC Committee Approve Recommendation to Permit Employees of Private Companies and Small Public Companies to More Easily Monetize their Holdings - Codification of Unofficial Rule 4(a) (1 1/2) Jun 4, 2015

The Security and Exchange Commission’s (the “SEC”) Advisory Committee on Small and Emerging Companies (the “Committee”) stated in a draft statement recommending the action that "making equity compensation more attractive to prospective employees will facilitate job creation and startup growth." The Committee unanimously approved on Wednesday, June 3, 2015 a recommendation...

NEWS FLASH: SEC Adopts Rules to Facilitate “IPO LIGHT”-Smaller Companies’ Access to up to $50 Million of Capital Mar 26, 2015

03/26/15 - Yesterday, the U.S. Securities and Exchange Commission adopted final rules to facilitate smaller companies’ access to capital. The exemption would be limited to companies organized in and with their principal place of business in the United States or Canada.   The final rule provides two tiers of capital raising thresholds:  Tier...

FATCA Update-BVI Mar 26, 2015

We have been advised by BVI counsel that the British Virgin Islands International Tax Authority (“ITA”) this week released an updated version of its’ Guidance Notes on the International Tax Compliance Requirements of the Intergovernmental Agreements (“IGAs”) between the British Virgin Islands and the United States and the United Kingdom. The...

US Supreme Court Ruling May Limit Certain Liability for Statements of Opinion in SEC Registration Statements Mar 26, 2015

The U.S. Supreme Court reversed and remanded a Sixth Circuit ruling on Tuesday that executives can be held responsible for opinions expressed to investors that ultimately turn out to be false. In its’ March 24, 2015 opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, the U.S. Supreme...

Second Circuit Overturns Insider Trading Convictions in Landmark Ruling Narrowing the Scope of Tipper/ Tippee Liability Dec 18, 2014

Last week, the Second Circuit Court of Appeals held that it is not enough for the government to prove that a tippee knew the corporate insider disclosed confidential information; it must also prove that the tippee knew the tipper did so in exchange for personal benefit. In its decision, the...