A popular two-tier merger and acquisition structure may trigger certain prohibitions under the Securities Exchange Act of 1934. In particular, this problem relates to the so-called “Burger King” structure, arising from the private equity
National Futures Association (NFA)
You Can’t Be a Bad Actor Before the SEC Has Crowdfunding Rules
By Fox Rothschild on
The SEC’s Division of Corporation Finance will consider a bar on so-called “bad actors” from private offerings before announcing rules on crowdfunding under the JOBS Act. However, we anticipate there will…
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You Can Blow the Whistle too According to the SEC
By Fox Rothschild on
The SEC’s Division of Enforcement is performing well according to its departing director.
The soon to be ex-Enforcement Director credits this strength to his re-organization of the Division based on…
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Whistleling While You Work Seems to Be Helping the SEC
By Fox Rothschild on
The SEC’s Whistleblower Office received 3,001 tips last year, involving a number of different areas and from all over the United States and the world.
The SEC views the program as…
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Broker-Dealers Have Problems with Outside Products
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FINRA examiners are finding that more brokers are improperly selling securities or engaging in questionable activities outside their firms.
In fact, FINRA has been investigating and has brought a number of actions involving private…
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Receiver is Unlucky with Clawback Attempt From Charity
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The receiver for a convicted fraudster and his entities will not be able to recover a $2 million donation the fraudster made to a small Minnesota college. See Kelley v. College of St. Benedict…
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A “New” Statute for the Department of Justice
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The DOJ has been making increasing and aggressive use of the Financial Institutions Reform Recovery and Enforcement Act (“FIRREA”)
FIRREA was an outgrowth of the savings and loan crisis in the…
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Is The FCPA’s Facilitating Payment Exception Dead?
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Incredibly over the last several years, both the DOJ and SEC have been relentless in their aggressive enforcement of the Foreign Corrupt Practices Act. As part of this pursuit, the FCPA’s…
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Defense Bar Strategies May Help Tackle SEC “No Admit” Policy in Parallel FCPA Cases
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Despite recent changes to the SEC’s no admit/no deny settlement policy, FCPA defense attorneys still have options.
As many know, the SEC will no longer allow settling defendants either to admit nor…
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Acquiring Companies of Foreign Interests Risk FCPA Liability
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Companies that acquire or invest in offshore entities or in entities that conduct business overseas may inherit FCPA risks.
Clearly, the DOJ and the SEC are viewing these transactions and the…
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