Securities Law Practice Center

Top 5 Corporate & Securities Blog Posts This Week

Today we continue our weekly installment highlighting the best of the corporate and securities blogosphere from this past week. If there are any corporate or securities blogs you think should be highlighted by our Top 5, please comment on this post and we’ll check them out!

1) Federal Securities Law Blog: Corporate Defendant in “Perfect Hedge” Case Settles Insider Trading Charges With SEC and Enters Into a Non-Prosecution Agreement With U.S. Attorney - On Monday, January 23, 2012, the SEC announced that Diamondback Capital Management LLC (“Diamondback”), the defendant in the SEC’s insider trading case last week, has agreed to settle charges with the Commission. This post details the terms of settlement agreement and how the case got to this point.

2) Delaware Corporate & Commercial Litigation Blog: Delaware Supreme Court Reverses Chancery on Federal Motion to Dismiss Standard – This post summarizes Cambium Ltd. v. Trilantic Capital Partners, No. 363, 2011 (Del. Supr, Jan. 20, 2011), and how the Delaware Supreme Court described the Delaware standard for a motion to dismiss. Read the rest of this entry »

Schulte Roth & Zabel Analyze the SEC’s Staff No-Action Letter & Its Implications

On Jan, 18, 2012, the SEC’s Division of Investment Management issued a no-action letter permitting registered advisers to private funds to include general partners and similar SPVs of their affiliated funds on the filing adviser’s Form ADV. U.S. filing advisers who have affiliated investment advisory firms which are controlled by, or under common control with, the filing adviser, may include such affiliates on their Form ADV when they are considered part of a single advisory business. Our friends at Schulte Roth & Zabel published a Client Alert last week entitled, “SEC Staff Issues Guidance on Registration of Investment Advisory Affiliates,”  which focuses on the practical implications of the Staff’s no-action letter. Read the rest of this entry »

At Least Someone is Benefiting From the Fall of the Euro

As Europe’s sovereign debt crisis brings down the global economic market, there is apparently an industry that is actually reaping a benefit from the rest of the world’s woes. According to Bloomberg Businessweek, the European luxury-goods industry stands to benefit from the decreasing value of the euro and Swiss franc because a high percentage of their sales comes from outside of Europe, whereas their costs and accounts are euro-dominated.  The weaker euro makes these goods more desirable, thus heightening competition and boosting margins. This kind of industry growth attracts investors as well, considering it provides a rare safe haven of growth in an otherwise volatile market. Because these luxury goods companies already have established brand reputation, and therefore established coveted status, the companies have a somewhat unchecked pricing power. According to Bloomberg Businessweek, for every 1 percent decline in exchange rates, the industry’s average earnings before interest and taxes may rise 1.3 percent to 1.5 percent. Read the rest of this entry »

U.S. Ct of Appeals Rejects Traders’ Case Against CFTC for Lack of Jurisdiction

At the end of 2011, two trades groups filed a lawsuit against the CFTC in both the United States Court of Appeals for the District of Columbia Circuit and a district court in Washington challenging new restrictions on speculative trading rooted in the regulatory overhaul of Dodd-Frank. The two trades groups are the Securities Industry and Financial Markets Association and the International Swaps and Derivatives Association, both deemed influential organizations. The U.S. Court of Appeals issued an order last week dismissing the case stating it lacked authority to hear the case in that, “There is no express Congressional authorization of direct appellate review applicable to the petition for review in this case”. As per the U.S. Court of Appeals, federal laws provided for appellate review for other agency action but not the challenged CFTC regulation. Read the rest of this entry »

MoFo: A Euro Break-up: Impact on Financial Documentation

Our friends at Morrison & Foerster issued a Client Alert last week regarding the economic crisis in which the currency of the European Union finds itself. Written by Peter Green, Jeremy Jennings-Mares, and Lewis Lee, the Client Alert hypothesizes the financial impact of fragmentation of the European Union via withdrawal of individual member-states versus a complete dissolution of the Eurozone single currency on already entered financial contracts somehow tethered to the European Union.

Below is the introduction to the Client Alert, which can be read in full here:

On 1 January 2012, many of us brought in the New Year with a celebratory glass of champagne, just as the Europeans did 10 years ago when their drinks were paid for in shiny new Euros. Minted and printed for the first time amid considerable excitement and optimism, the currency issued in twelve member states of the European Union, formed the basis of the Economic and Monetary Union (“EMU”) that we commonly refer to as the single currency. Ten years on, however, and the single currency is in crisis. The spectre of sovereign default looms threateningly over the financial markets, while a burdensome combination of ratings downgrades, record breaking borrowing costs and social unrest, all point towards increasing instability and the very real possibility of either the fragmentation or complete dissolution of the single currency. Read the rest of this entry »