This alert provides a brief overview of the European Alternative Investment Fund Managers Directive 2011/61/EU (the "AIFMD") for alternative investment fund managers ("AIFMs") whose registered office is not in a European Union Member State (a "Non-EU AIFM").A.
Client Alert | March 7, 2013
The Financial Services Act 2012 (the "Act"), which comes into force on 1 April 2013, contains the UK government's reforms of the UK financial services regulatory structure and will create a new regulatory framework for the supervision and management of the UK's banking and financial services industry.
Client Alert | March 4, 2013
On February 27, 2013, the U.S. Supreme Court held that, in securities class actions challenging false or misleading statements, the plaintiff need not prove that the alleged misstatements were material in order to obtain class certification using the so-called fraud-on-the-market presumption of reliance.
Client Alert | March 1, 2013
Washington, D.C. partner F. Joseph Warin, and associates John Chesley and Stephanie Connor are the authors of “FCPA Enforcement Trends” [PDF] published in the February 28, 2013 issue of Director Notes.
Client Alert | February 28, 2013
On February 27, 2013, the U.S. Supreme Court unanimously concluded that the five-year limitations period for federal enforcement actions seeking civil penalties, such as those brought by the SEC, begins to run when the alleged fraud occurs, not when it is discovered. In an opinion authored by Chief Justice Roberts in Gabelli v. Securities and Exchange Commission, No.
Client Alert | February 27, 2013
2012 proved to be a mixed year for defendants in securities litigation, with several open questions and rare causes for optimism. The raw statistics show a steady stream of new filings, increasing median settlement amounts, and relatively low dismissal rates for existing cases.
Client Alert | January 24, 2013
On December 21, 2012, the Commodity Futures Trading Commission ("Commission" or "CFTC") approved with a vote of 4-1 (Commissioner Sommers dissented) a final exemptive order entitled "Final Exemptive Order Regarding Compliance with Certain Swap Regulations," (the "Final Order") granting temporary conditional relief from certain provisions of the Commodity Exchange Act ("CEA") and the Commission's regulations with respect to non-U.S.
Client Alert | January 23, 2013
A series of recent articles in the Wall Street Journal have focused on corporate executives who traded in their companies' stock. According to the Journal, some corporate executives who traded in their companies' stock realized gains or avoided losses during the week prior to significant corporate news.
Client Alert | January 22, 2013
In many respects, 2012 was another year of aggressive SEC enforcement. The SEC's Division of Enforcement again logged a near record number of enforcement actions. More important, the cases reflected a marked increase in the number and proportion of actions against registered investment advisers and broker-dealers, and their associated persons. This increased focus derives from a culmination of factors, including Enforcement's creation of specialized units for the asset management industry and for structured products, the hiring of industry experts, and the close collaboration between staff from Enforcement and the SEC's Office of Compliance Inspections and Examinations ("OCIE"). With the expansion of the registered private fund adviser population under fin
Client Alert | January 9, 2013
The UK Financial Services Authority Publishes Consultation Paper on Implementation of AIFMD On November 14, 2012, the UK Financial Services Authority ("FSA") published the first part of its long-awaited consultation paper "CP 12/32 Implementation of the Alternative Investment Fund Managers Directive ("AIFMD") Part 1" ("CP 32").
Client Alert | November 23, 2012
We promised to keep you updated on the legal and regulatory developments which we identified as pending developments in our Alert "From the Shareholders' Spring to the Autumn of Activism .
Client Alert | November 6, 2012
New York partner Joel Cohen and associate Matthew Knox are the authors of "Nepotism: Friendly Relations? When Nepotism May Violate the FCPA" [PDF] published in the October 17, 2012 issue of The FCPA Report.
Client Alert | October 17, 2012
On September 28, 2012, the Financial Industry Regulatory Authority, Inc. ("FINRA") (f/k/a National Association of Securities Dealers, Inc. ("NASD")) filed proposed rule changes to NASD Rule 2711 with the Securities and Exchange Commission (the "SEC").
Client Alert | October 11, 2012
Washington, D.C. partner F. Joseph Warin and associate John W.F. Chesley are the authors of "Five Themes for General Counsel to Monitor with Respect to Dodd-Frank Whistleblowers and the FCPA" [PDF] published in the October 3, 2012 issue of The FCPA Report.
Client Alert | October 3, 2012
On August 22, 2012, the SEC's Division of Trading and Markets (the "Staff") released Frequently Asked Questions ("FAQs") providing the Staff's views on provisions of the Jumpstart Our Business Startups Act ("JOBS Act") relating to research analysts and underwriters.
Client Alert | September 4, 2012
The past six months have seen securities class action filings increase slightly, and settlements decline dramatically, as the average settlement amount is reaching historic highs. The Supreme Court will decide two cases in the coming year that will be significant for securities litigation; at the same time, the lower courts are applying last year's significant Supreme Court decisions in different contexts. The first half of 2012 has not seen the series of landmark Supreme Court decisions that were handed down in 2011, but it has been a significant period as lower courts apply these decisions in different areas and in a number of different contexts. And the Supreme Court did decide one case--Credit Suisse Securities (USA) LLC v. Simmonds, 132 S.
Client Alert | August 13, 2012
(A look at the latest developments in activism and related regulations in the UK and EU) This alert discusses some of the recent regulatory developments and debate in the UK and at EU level which may have an impact on institutional investors (asset managers and asset owners) and public companies and takes a look at some examples of investor activism in these jurisdictions.
Client Alert | August 10, 2012
This alert focuses on the recent approval by the Commodity Futures Trading Commission ("CFTC") of the final rules relating to the end-user exception to the mandatory clearing requirements, what the rule means for end-users, and the effects that the final rule has for various swaps and entities. Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") provided non-financial end-users that use derivatives to hedge or mitigate their commercial risks an exception from the Dodd-Frank Act's clearing requirements. While Title VII of the Dodd-Frank Act provides and the CFTC's final rule implements an exception for qualifying non-financial swap end-users with respect to clearing and trading requirements, regulators have not
Client Alert | August 3, 2012
I. Overview of the First Half of 2012The first half of 2012 has shown a continuation of the SEC's aggressive enforcement strategy even after a record-breaking fiscal year 2011 for the U.S.
Client Alert | July 16, 2012
On June 28, 2012, the European Court of Justice ("ECJ") issued an important judgment that will have a significant impact on the disclosure of non-public, price-sensitive information (so-called "inside information") by public companies listed on stock exchanges in the European Union ("EU").
Client Alert | July 9, 2012
New York partner Joel Cohen and associate Anya Grossmann are the authors of "Foreign Corrupt Practices Act" [PDF] which appeared as Chapter 7 in The US Private Real Estate Fund Compliance Guide published by Private Equity International in June 2012.
Article | June 1, 2012
Washington, D.C. partner Michael Diamant and associate Jesenka Mrdjenovic are the authors of “Don’t You Forget About Me: The Continuing Viability of the FCPA’s Facilitating Payments Exception” [PDF] published in Volume 73 of the Ohio St.
Article | May 31, 2012
In recent weeks, senior officials from the SEC's Office of Compliance Inspections and Examinations ("OCIE") have revealed a three-part examination strategy for newly registered private fund advisers. Most notably, this strategy will result in tailored examinations of a significant portion of new registrants being performed over the next 12 to 24 months. With an SEC examination imminent for most newly registered private fund advisers, new registrants should consider being proactive and prepare to meet forthcoming OCIE document and data requests. Advisers would also be well-advised to remain cognizant of the increasing risk of an OCIE examination developing into an investigation by the SEC's Division of Enforcement ("Enforcement"), and look for opportuni
Client Alert | May 22, 2012
This alert focuses on the impact that Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and related regulations will likely have on both financial and nonfinancial end-users. While Title VII of the Dodd-Frank Act provides certain exceptions for swap end-users with respect to margin, clearing, execution and other requirements, regulators have not provided definitive guidance regarding these and other issues affecting end-users resulting from Title VII. Imposing costly regulatory burdens may impact end-users' abilities to efficiently hedge and manage their risks. End-user clients still have an opportunity to shape many areas through public comment; however, where final rules exist, end-user clients must (1) unders
Client Alert | May 16, 2012
On April 11, 2012, the Staff of the U.S.
Client Alert | April 30, 2012
Palo Alto partner George Brown, Los Angeles partner Debra Wong Yang, and San Francisco associate Matthew Kahn are the authors of "Strategies for Mitigating Civil Liability Consequences of FCPA Investigations & Enforcement Actions" [PDF] published in the April 2012 issue of Thomson Reuters' Securities Litigation Report.
Client Alert | April 30, 2012
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act" or the "Act") into law. While the Act and recent commentary have focused primarily on common equity issuances by "Emerging Growth Companies" (or "EGCs"), the JOBS Act also impacts companies that have issued only debt securities in registered transactions, typically pursuant to an "A/B" exchange for privately offered high-yield debt securities.
Client Alert | April 23, 2012
On March 5, 2012, the United States Department of the Treasury ("Treasury"), Financial Crimes Enforcement Network ("FinCEN"), published an Advance Notice of Proposed Rulemaking ("ANPR") seeking comments on the concept of prescriptive rules for customer due diligence ("CDD") for certain financial institutions (and potentially all financial institutions) under the Bank Secrecy Act ("BSA").
Client Alert | April 11, 2012
New York partner Joel Cohen and associate May Kay Dunning are the authors of "Does That Settle It? Well, Maybe Not" [PDF] published in the National Law Journal on April 9, 2012.
Client Alert | April 9, 2012
To update our alert of March 28, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act") into law today. We believe the JOBS Act is the most significant modernization of the federal securities laws since the Securities and Exchange Commission's 2005 Securities Offering Reform.
Client Alert | April 5, 2012
Washington, D.C. partner Michael Diamant and associate Brendon Fleming are the authors of "FCPA + Travel Act: Double trouble?" [PDF] published by CNBC Moneycontrol on April 3, 2012. It was written for CNBC TV18's show The Firm.
Client Alert | April 3, 2012
New York partner Barry Goldsmith is the author of "Regulatory Rules: FINRA and SEC Compliance in the Use of Social Media" [PDF] published in the March/April 2012 issue of Insurance & Financial Meetings Management.This article is available courtesy of Coastal Communications Corporation.
Client Alert | April 1, 2012
New York partner Mark Schonfeld and associate Kenneth Burke are the authors of "Is This an Inspection or an Investigation? The Blurring Line Between Examinations of and Enforcement Actions Against Private Fund Managers" [PDF] published in the Hedge Fund Law Report on March 29, 2012.
Client Alert | March 29, 2012
On March 27, 2012, the House passed the Jumpstart Our Business Startups Act ("JOBS Act"), as amended and passed by the Senate on March 22. It is widely anticipated that President Obama will quickly sign the JOBS Act into law.
Client Alert | March 28, 2012
Implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank Act") requires agencies to promulgate hundreds of new rules. The Commodity Futures Trading Commission ("CFTC") is at the forefront of implementing the derivatives title of Dodd-Frank, and is approximately halfway through issuing roughly 50 new rules. When Congress was considering the Dodd-Frank Act, a principal hallmark of the legislation was increased transparency. The real-time public reporting rule, recently issued by the CFTC, will dramatically change the content and amount of derivatives transactional information that is shared with the public. It also imposes new and potentially daunting burdens on companies that use derivatives products.T
Client Alert | March 23, 2012
On March 19, 2012, the Securities and Exchange Commission ("SEC") announced that it had credited the substantial cooperation of a former senior executive of an investment adviser in an investigation by declining to take enforcement action against him. The SEC's announcement can be found here. This is the first time the SEC has publicly recognized the cooperation of an individual since the announcement two years ago of its policy statement intended to incentivize individuals to cooperate in investigations, found here. This announcement provides some much needed insight into the potential benefits of cooperating in an SEC investigation. However, the unique facts of the case mean that it will have limited application to other cases.I. SEC's
Client Alert | March 20, 2012
I. IntroductionThe most significant impact of SEC registration on private fund advisers is that the adviser becomes subject to inspection by the SEC's Office of Compliance Inspections and Examinations (OCIE). The greatest risk arising from an examination is that the inspection staff decides to refer finding from an inspection to the Division of Enforcement for an investigation. This article discusses the risks of an examination becoming an investigation and strategies for anticipating and mitigating those risks. II. The Risk That an Examination Results in a Referral to EnforcementAsset managers are particularly vulnerable to collateral consequences of a government investigation. Particularly in the wake of recent cases, many investors have l
Client Alert | March 6, 2012
Fines Imposed by UK Financial Services Authority Illustrate Differences between US and UK Market Abuse Regimes The UK Financial Services Authority ("FSA") imposed fines of £3.651 million ($5.77 million) on Greenlight Capital Inc., a US hedge fund manager ("Greenlight"), £3.638 million ($5.74 million) on David Einhorn, Greenlight's owner, and £350,000 ($553,000) on Andrew Osborne, a former Bank of America Merrill Lynch banker. These fines were levied in connection with Greenlight's trading in the shares of Punch Taverns Plc ("Punch"), a UK pubs business, ahead of a planned equity offering. The FSA imposed the fines on the grounds that Greenlight traded on inside information conveyed to David Einhorn during a conference call with Punch's CEO and A
Client Alert | March 5, 2012
Washington D.C. partner John Sturc, and New York partners Barry Goldsmith and Mark Schonfeld are the authors of "Securities Enforcement 2011 — What Hath Dodd Frank Wrought?" [PDF] published in the February 6, 2012 issue of BNA's Securities Regulation & Law Report.
Client Alert | February 6, 2012
Washington, D.C. partner F. Joseph Warin, Los Angeles partner Michael Farhang and associate Elizabeth Goergen are the authors of "How to Deal with Business Corruption Risks in Mexico" [PDF] published on January 30, 2012 in the International Financial Law Review.
Client Alert | January 30, 2012
I. Overview of 2011For the SEC's Division of Enforcement, 2011 was a year of extremes -- record breaking enforcement activity contrasted with a highly publicized challenge to one of the fundamental aspects of its program.For the fiscal year, the Division reported a record high number of enforcement actions -- 735 -- resulting in more than $2.8 billion in penalties and disgorgement ordered. In particular, there was a substantial increase in enforcement actions against investment advisers and broker-dealers. Notably, several Enforcement Division initiatives started resulting in cases in areas of investment adviser performance disclosure, management fees and compliance. The Division continued to file a number of significant enforcement actions arising from the fi
Client Alert | January 10, 2012
San Francisco of counsel Winston Chan and associate Kareem Ghanem are the authors of "The New Dodd-Frank Whistleblower Provisions: A primer for private equity firms" [PDF] appearing as Chapter 5 in The US Private Equity Fund Compliance Companion, published by Private Equity International in January 2012.
Client Alert | January 1, 2012
Washington, D.C. partners John H. Sturc and Jason C. Schwartz, San Francisco associate Joshua D. Dick and Washington, D.C. associate Thomas M. Johnson, Jr.
Client Alert | December 16, 2011
Washington, D.C. partner John Sturc and New York associate Adam Chen are the authors of "Insider Trading: New Developments and How to Deal with Them" [PDF] published in the November/December 2011 issue of Practical Compliance & Risk Management.
Client Alert | December 7, 2011
Overview -- It's not just a numbers game ... Since overhauling its financial penalty framework in March 2010, the UK Financial Services Authority (FSA) has gone a long way to dispel views that it has a lacklustre approach towards levying market abuse fines.
Client Alert | December 6, 2011
San Francisco of counsel Winston Chan and Los Angeles associate Justin Liu are the authors of "The Rising Tide: Recognizing Your Criminal Prosecution Risks Abroad" [PDF] published in the December 2011 issue of Compliance Today.
Client Alert | December 1, 2011
Los Angeles partner Michael Farhang and associate James Zelenay are the authors of "Handling Internal Investigations in the Executive Compensation Area" [PDF] published in the November 7, 2011 issue of BNA's Pension & Benefits Daily.
Client Alert | November 7, 2011
Washington, D.C. of counsel K. Susan Grafton is the author of "New Rule 13h-1: The SEC Adopts a Large Trader Reporting System" [PDF] published in the October 31, 2011 issue of BNA's Securities Regulation & Law Report.
Client Alert | October 31, 2011
New York partner Lee Dunst and associates Michael Diamant and Teresa Kung, are the authors of "Hot Off the Press: Resetting the Global Anti‑Corruption Thermostat to the UK Bribery Act" [PDF] published in September 2011 issue of Business Law International.This article was first published in Business Law International, Vol 12 No 3, September 2011, and is reproduced by kind permission of the International Bar Association, London, UK.
Client Alert | September 1, 2011
Two recent developments illustrate the importance of adaptable and decisive OFAC compliance programs. The first development was President Obama's August 17, 2011 Executive Order 13582, which considerably tightened U.S.
Client Alert | August 30, 2011