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3 weeks ago | 
jdsupra.com | Michael Chen |Stephanie Lindemuth |Douglas Rappaport
Last week, Delaware approved legislation overhauling the Delaware General Corporation Law (DGCL). As detailed below, the amendments to the DGCL ease certain restrictions applicable to “conflicted controller” transactions, and limit certain stockholder inspection rights. The legislation’s passage followed a fast-tracked proposal process, zealous public discourse culminating in a tense two-hour debate on the Delaware House floor and a prompt signature from Governor Matt Meyer.
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Apr 8, 2024 | 
lexology.com | Peter Altman |Michael Asaro |Charles Connolly |Brian Daly |Jason Daniel |Anne Evans | +7 more
On April 3, 2024, the U.S. Securities and Exchange Commission (SEC) announced its first enforcement action against a registered investment adviser (RIA) with no ties to a broker-dealer regarding so-called “off-channel” communications—that is, communications sent away from firm-captured devices and/or firm-approved communications platforms.
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Apr 3, 2024 | 
lexology.com | Lance Jasper |Peter Altman |Michael Asaro |Jan-Paul Bruynes |Charles Connolly |Brian Daly | +8 more
Key Points In a thorough decision, a federal district judge in New York largely denied Coinbase’s motion for judgment on the pleadings in a case brought by the SEC. Applying the plaintiff-friendly standards required at the pleading stage, the court accepted the SEC’s factual allegations as true and concluded that the SEC plausibly alleged that Coinbase violated the federal securities laws through its involvement in crypto-asset transactions involving investment contracts.
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Mar 20, 2024 | 
corpgov.law.harvard.edu | Douglas Rappaport |Jason Koenig |Jacqueline Yecies
activist investors, Board of Directors, Delaware Court of Chancery, DGCL s.141, StockholderMore from: Douglas Rappaport, Jacqueline Yecies, Jason Koenig, Akin GumpDouglas Rappaport, Jason Koenig, and Jacqueline Yecies are Partners at Akin Gump Strauss Hauer & Feld LLP.
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Feb 14, 2024 | 
lexology.com | Peter Altman |Michael Asaro |Brian Daly |Jason Daniel |Katherine Goldstein |Alexis Guinan | +11 more
Key PointsOn February 13, 2024, FinCEN issued an NPRM that seeks to include certain investment advisers in the definition of “financial institution” under the BSA. As described in the NPRM as well as in FinCEN’s fact sheet, RIAs and ERAs would be required to implement risk-based AML/CFT programs, file SARs with FinCEN, fulfill certain recordkeeping requirements and fulfill other obligations currently applicable to financial institutions subject to the BSA and FinCEN’s implementing regulations.
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Feb 12, 2024 | 
lexology.com | Peter Altman |Michael Asaro |Charles Connolly |Brian Daly |Jason Daniel |Anne Evans | +7 more
Key PointsLast week, the SEC announced settlements with 16 broker-dealers, dually registered broker-dealers and investment advisers, and affiliated investment advisers in connection with their failures to maintain and preserve electronic “off-channel” communications. This announcement reflects the latest in a wave of enforcement actions against financial firms throughout the industry for their employees’ use of “off-channel” communications to conduct business. Gurbir S.
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Dec 18, 2023 | 
lexology.com | Peter Altman |Michael Asaro |Brian Daly |Anne Evans |Katherine Goldstein |Claudius Modesti | +3 more
While it took a few decades to surface, the fact pattern set forth in the movie “Trading Places” has finally come to pass.
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Dec 17, 2023 | 
corpgov.law.harvard.edu | Peter Altman |Katherine Goldstein |Douglas Rappaport
Insider trading, Materiality, Medivation, non-public information, Panuwat, SEC, shadow tradingMore from: Douglas Rappaport, Katherine Goldstein, Peter Altman, Akin GumpPeter Altman, Katherine Goldstein and Douglas Rappaport are Partners at Akin Gump Strauss Hauer & Feld LLP. This post is based on a memorandum by Mr. Altman, Ms. Goldstein, Mr. Rappaport, Michael Asaro, Parvin Daphne Moyne, and Brian Daly.
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Nov 1, 2023 | 
lexology.com | Peter Altman |Michael Asaro |Katherine Goldstein |Parvin Moyne |Douglas Rappaport |Kaitlyn Tongalson | +3 more
On October 24, 2023, the Director of the Securities and Exchange Commission’s Enforcement Division, Gurbir S. Grewal, gave a keynote address to the New York City Bar Association’s 2023 Compliance Institute. This address, which was targeted primarily at compliance officers in the private funds space, represents a maturation in how the Enforcement Division views the role of the Chief Compliance Officer.
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Aug 3, 2023 | 
lexology.com | Parvin Moyne |Jan-Paul Bruynes |Peter Altman |Michael Asaro |Charles Connolly |Brian Daly | +5 more
Key Point Just shy of three weeks after Judge Torres held that the digital asset XRP is not itself a security,1 Judge Rakoff held that the SEC had adequately pled that certain digital assets, such as the UST and LUNA coins, are securities, reflecting divergent approaches that courts are taking towards regulation of digital assets.2 The Terraform Labs Litigation The U.S. Securities and Exchange Commission (SEC) brought an action against Terraform Labs and its founder in the U.S. District Court...
