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Gabe Shawn Varges Examines Emerging International Indicators for Compliance Function Expectations, Particularly Positioning, Resources, and Authority
Posted on 30 Mar 2010 by Gabe Shawn Varges

Global trends on risk management help foreshadow what may come to be expected of compliance functions in an increasing number of jurisdictions, particularly in respect of positioning, resources, and authority. Gabe Shawn Varges, Head of Governance at... Read More

K. Winer and B. Clarkson, Update on SEC Enforcement: 2009 -- The Great Upheaval
Posted on 4 Nov 2009 by Ken Winer and Brooke Clarkson

Mary Schapiro, Chairman of the SEC, and Robert Khuzami, Director of the SEC Enforcement Division, have taken a number of steps to revamp the SEC's enforcement division. In this Analysis, Kenneth Winer, author of Securities Enforcement: Counseling... Read More

Ambler, Teleki and Johnson on Indexed Annuities Controversy
Posted on 23 Mar 2009 by AmblerTelekiJohnson

The Securities and Exchange Commission, in a 4-to-1 decision on December 17, 2008, adopted Rule 151A under the Securities Act of 1933, governing index annuities. Under Rule 151A, indexed annuities that satisfy the rules definition and are issued on or... Read More

Kardis on the Information Superhighway and Fair Disclosure
Posted on 23 Mar 2009 by Phillip J. Kardis II

Can the internet handle important tasks like "fair disclosure?" With the release of Commission Guidance on the Use of Company Web Sites, the Securities and Exchange Commission (Commission) has proclaimed that some company Web sites are capable... Read More

Thompson and Schwartz on the Application of the Revlon Duties in a Merger Transaction that Does Not Involve a Change of Control
Posted on 11 Oct 2009 by Kenneth R Thompson II & Michael Schwartz

In Arnold v. Soc. for Savings Bancorp, Inc. , 1994 Del. LEXIS 406 , the Delaware Supreme Court held that the duty imposed on directors by Revlon , to "seek the best value reasonably available to the stockholders," does not apply in a stock-for... Read More

Thompson and Schwartz on In re Toys ‘R’ Us, Inc. Shareholder Litigation
Posted on 8 Oct 2009 by Kenneth R Thompson II & Michael Schwartz

Under In re Toys "R" Us, Inc. Shareholder Litigation , corporate directors must follow a reasonable process once their Revlon duties have been triggered. In this commentary, the authors discuss this decision by the Court of Chancery of Delaware... Read More

Picard on Proposed Hedge Fund Registration
Posted on 20 Oct 2009 by Marie E. Picard

Designed to further regulatory reform, the Private Fund Investment Advisers Registration Act of 2009 (Proposed Act) would expand the pool of investment advisers required to register with the SEC by eliminating those portions of the Investment Advisers... Read More

The SEC May Expand Compensation and Governance Disclosure for 2010 Proxy Season
Posted on 29 Jan 2010 by D. Benderly, S. Morgan. E. Oliphant, K. Yoshizawa

The SEC recently released new proposed rules concerning compensation and corporate governance disclosure for public company proxy statements and other filings. This Emerging Issues Analysis provides a summary of the key components of the proposed rule... Read More

The SEC May Expand Compensation and Governance Disclosure for 2010 Proxy Season
Posted on 29 Jan 2010 by D. Benderly, S. Morgan. E. Oliphant, K. Yoshizawa

The SEC recently released new proposed rules concerning compensation and corporate governance disclosure for public company proxy statements and other filings. This Emerging Issues Analysis provides a summary of the key components of the proposed rule... Read More

Bagnall on Private Fund Registration
Posted on 10 Nov 2009 by Robert G. Bagnall

Proposed legislation would require managers of private investment funds to register with the SEC as investment advisers under the Investment Advisers Act. Currently, most private fund managers rely on the so-called private adviser exemption. The new legislation... Read More

Taylor on Foreign Issuer Reporting Enhancements
Posted on 23 Mar 2009 by Jeffrey M. Taylor

In SEC Securities Act Release No. 8959, 2008 SEC LEXIS 2251 (Oct. 6, 2008) , the Securities and Exchange Commission (SEC) adopted amendments to the foreign private issuer disclosure requirements. These rule amendments foist significant changes upon the... Read More

The SEC’s Proposal of "Pay-to-Play" Rules for Investment Advisers
Posted on 11 Nov 2009 by K & L Gates (Mark Perlow et al.)

SEC proposed Rule 206(4)-5 (the "Proposed Rule") under the Investment Advisers Act of 1940 (the "Advisers Act") addresses perceived "pay-to-play" practices by certain investment advisers providing advisory services to state... Read More

Thompson and Schwartz on the Expansion of Delaware Revlon Jurisprudence under Paramount Communications, Inc. v. QVC Network, Inc.
Posted on 8 Oct 2009 by Kenneth R Thompson II & Michael Schwartz

The case of Paramount Communications, Inc. v. QVC Network, Inc. , 637 A.2d 34 (Del. 1994) clarified Delaware law regarding directors’ Revlon duties. In addition to providing background and explaining how QVC has served to expand upon the established... Read More

Steven A. Lauer on the Compliance Department Budget and Value Maximization
Posted on 19 Oct 2009 by Steven A. Lauer-Dupl

Traditional notions of compliance budgeting no longer apply to today’s rigorous requirements. As a result, the compliance officer needs to make a case for funding, as does every other corporate principal. Necessary to maximizing the value of an... Read More

Henry C. Blackiston on Compliance, Executive Compensation, and Option Dating
Posted on 27 Oct 2009 by Henry C. Blackiston, Esq.

More than 90 companies have been investigated by federal prosecutors, regulators, or independent board committees for backdating stock option grants. This Commentary expands the discussion by renowned expert Henry C. Blackiston contained in chapter 34... Read More