Corporate > AG Deal Diary
18 Sep '18

As the U.S. Securities and Exchange Commission (SEC) stated previously, it is continuing to scrutinize and commence enforcement actions against companies, advisors and investors involved in the offering of cryptocurrencies and related activities.

According to a recent report published by Lex Machina, securities litigation in general and those that are related to blockchain, cryptocurrency or bitcoin specifically, showed a marked increase during the first two quarters of 2018 as compared to 2017.  The total number of securities cases that referenced “blockchain,” “cryptocurrency” or “bitcoin” in the pleadings tripled in the first half of 2018 alone compared to 2017.

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17 Aug '18

This week we highlight an analysis by Deloitte which reviews companies responses to the continued push by investors and stakeholders for greater proxy statement disclosure of both new and existing topics. Overall, companies are demonstrating a voluntary increase of disclosures, though some areas are being reported at a slower pace than others.

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24 Jul '18

On June 28, 2018, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments to the “smaller reporting company” (SRC) definition to expand the number of companies that qualify for certain existing scaled disclosure accommodations. The new SRC definition enables a company with less than $250 million of public float to provide scaled disclosures, as compared to the $75 million threshold under the prior definition. The final rules also expand the SRC definition to include companies with less than $100 million in annual revenues if they also have either no public float or a public float that is less than $700 million. Importantly, the amendments do not change the public float threshold in the “accelerated filer” definition. Accelerated filers, among other things, are required to provide the auditor’s attestation of management’s assessment of internal control over financial reporting.

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15 Jun '18

On Thursday, U.S. Securities and Exchange Commission (SEC) Director of Corporate Finance William Hinman provided some long-desired clarity on the SEC’s approach to cryptocurrency regulation, announcing during Yahoo Finance’s All Market Summit: Crypto that the SEC would not be classifying Ether (ETH) or Bitcoin (BTC) as securities. Director Hinman’s remarks ended long-standing speculation over whether the SEC would assert jurisdiction over these distributed ledger coins, a move that would likely require a change in the definition of “security.” His comments suggest that the Commodity Futures Trading Commission will continue to focus on fraud in the BTC and so-called “alt coin” markets, with the SEC concentrating on initial coin offerings and other digital rights offerings that behave like securities (whether backed by cryptocurrencies or otherwise).

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23 May '18

On May 11, 2018, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) consolidated and updated its interpretations of the proxy rules and Schedules 14A and 14C. The interpretations, still grouped by Rule or Schedule section, but now in the question-and-answer format of the Division’s other Compliance & Disclosure Interpretations (C&DI), replace the interpretations published in the Proxy Rules and Schedule 14A Manual of Publicly Available Telephone Interpretations and the March 1999 Supplement to the Manual of Publicly Available Telephone Interpretations (collectively, the Telephone Interpretations). In particular, C&DIs 124.01, 124.07, 126.02, 151.01, 161.03 and 163.01 reflect substantive changes to the Telephone Interpretations, while C&DIs 126.04, 126.05, 158.01 and 158.03 reflect technical revisions. The remaining C&DIs reflect only nonsubstantive changes to the Telephone Interpretations.

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07 May '18

Akin Gump has issued an alert detailing the Securities and Exchange Commission’s (SEC’s) proposed new interpretation of fiduciary duties of investment advisers under the Investment Advisers Act of 1940, as amended. The alert discusses how the SEC interprets the duty of care, the duty of loyalty, the ability to “disclose away” as well as potential additional requirements.

Click here to read the full alert.

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23 Mar '18

Akin Gump has issued a securities litigation alert on a recent U.S. Supreme Court’s unanimous decision, holding that certain securities class actions affecting issuer defendants may be brought in state court and may not be removed to federal court. This decision will likely have a plaintiff-friendly effect on class actions brought under the Securities Act of 1933 and issuer defendants should be aware that such class actions are now likely to be brought and fully litigated in state court.

Click here to read the full alert.

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19 Mar '18

Bloomberg Law's Securities Regulation & Law Report has published the article “Big Data and the Risks of Insider Trading,” written by Peter Altman and Kelly Handschumacher, litigation partner and associate, respectively, at Akin Gump, and Jennifer Hustwitt, a vice president in the financial institutions group at Marsh & McLennan. The article looks at how investment advisors can prevent, or even mitigate, liability for insider trading in connection with the use of alternative data.

To read the full article, please click here.

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