Securities Legislation

A reverse triangular merger was not an assignment by operation of law.  See Meso Scale Diagnostics LLC v. Roche Diagostics GMBH, Del. Ch., C.A. No. 5589-VCP, 2/22/13, http://www.bloomberglaw.com/public/document/CONF_ORD_Meso_Scale_Diagnostics_LLC_vs_Roche_Diagnostics_GmbH_Do. 

The court
Continue Reading REVERSE TRIANGULAR MERGERS ARE NOT ASSIGNMENTS

The SEC recently completed the Dodd-Frank mandated study on financial literacy for retail investors and it revealed, not shockingly, an absence of basic financial literacy.  The study also found that

Continue Reading If Your Client Does Not Understand Your Recommendation, You Need To Do More

Recently, an investor advocacy group petitioned the SEC to prohibit brokerage firms, who offer wraparound accounts, to also provide investment advice through both a duly registered BD and investment adviser. 

Continue Reading PRIVATE GROUP SEEKS TO BAN ACCOUNTS FROM DUAL REGISTRANTS

In its never ending quest to find suitable ways to address capital formation issues in the United States, the SEC’s Division of Corporation Finance is looking to see if foreign jurisdictions

Continue Reading IS IT POSSIBLE TO FIND CAPITAL FORMATION SUCCESS OVERSEAS?

Congressman Bachus (R-Ala.) introduced a bill that would shift the oversight of registered investment advisers from the SEC to a self-regulatory organization that would report to the SEC.  This development

Continue Reading A Bill Is Pending That Backs An SRO for RIAs, Which May Be FINRA.