Corporate & Financial Weekly Digest

Corporate & Financial Weekly Digest

SEC Chair Directs Staff to Review Commission Rule Excluding Conflicting Proxy Proposals

Posted in SEC/Corporate

On January 16, Securities and Exchange Commission Chair Mary Jo White announced that she has directed the SEC’s staff (Staff) to review Rule 14a-8(i)(9) promulgated under the Securities Exchange Act of 1934, which allows an issuer to exclude a shareholder proposal that “directly conflicts” with one of the issuer’s own proposals. Chair White’s directive is a result of uncertainty created by the Staff’s no-action letter issued to Whole Foods Market, Inc., which is described in detail in the Corporate and Financial Weekly Digest edition of December 12, 2014. Continue Reading

CFTC Grants Order of Registration to Tokyo Commodity Exchange

Posted in CFTC

The Commodity Futures Trading Commission has issued an order granting the Tokyo Commodity Exchange––an exchange subject to the regulatory supervision of the Japanese Ministry of Economy, Trade and Industry and the Ministry of Agriculture, Forestry and Fisheries––registration as a foreign board of trade. The order of registration permits US market participants to directly access the Tokyo Commodity Exchange’s order entry and trade matching system. To comply with the order of registration, the Tokyo Commodity Exchange must adhere to the requirements applicable to foreign boards of trade in Part 48 of the CTFC’s Regulations.

The order of registration is available here.

NFA Increases Minimum Security Deposits for Forex Transactions

Posted in CFTC

National Futures Association (NFA)’s Executive Committee has temporarily increased the minimum security deposits required to be collected and maintained by Forex Dealer Members (FDMs) for foreign exchange transactions involving the Swiss franc, Swedish krona or Norwegian krone. Effective until further notice, FDMs must collect and maintain a minimum security deposit of five percent of the notional value of transactions in the Swiss franc, and three percent of the notional value of transaction in the Swedish krona or Norwegian krone.

NFA’s notice to members is available here.

Tenth Circuit Affirms Dismissal of Securities Class Action for Failing to Plead Scienter Under the PSLRA

Posted in Litigation

The US Court of Appeals for the Tenth Circuit recently affirmed the dismissal of a class action by investors in Gold Resource Corp. (GRC) alleging that the company and four of its officers violated Section 10(b) of the Securities Exchange Act and Rule 10b-5. The court held that there was insufficient evidence to draw a strong inference of scienter under the heightened pleading standard of the Private Securities Litigation Reform Act (PSLRA). Continue Reading

Federal Prosecutors Charge Canadian Trader in “Layering” Scheme

Posted in Litigation

The US Attorney for the District of New Jersey recently filed criminal securities and wire fraud charges against a Canadian man, Aleksandr Milrud, alleging that he engaged in a fraudulent scheme to manipulate the stock market. The Securities and Exchange Commission filed parallel civil charges in the District of New Jersey. Continue Reading

OCC Issues New Comptroller’s Handbook Sections Relating to Securities Compliance, Litigation and Conflicts of Interest

Posted in Banking

On January 22, the Office of the Comptroller of the Currency (OCC) issued the “Government Securities Act” booklet of the Comptroller’s Handbook. This new booklet, part of the Securities Compliance series, consolidates certain guidance from the Comptroller’s Handbook for Compliance, “Securities Activities” booklet, issued in September 1991, and the Comptroller’s Handbook booklet “Investment Securities,” issued in March 1990. The new booklet also replaces section 563, “Government Securities Act,” issued in May 1998, as part of the Office of Thrift Supervision (OTS) Examination Handbook for the examination of federal savings associations (FSAs). Continue Reading

CFPB Finalizes Minor Changes to “Know Before You Owe” Mortgage Rules

Posted in Banking

On January 20, the Consumer Financial Protection Bureau (CFPB) finalized two minor modifications to the “Know Before You Owe” mortgage disclosure rules. The changes, which were proposed in October 2014, address when consumers will receive updated disclosures after locking in an interest rate, and how consumers receive information regarding certain construction loans.

Read more.

ESMA and Hong Kong SFC Agree MoU for Covered CCP Supervision

Posted in EU Developments

On January 16, the European Securities and Markets Authority (ESMA) and the Securities and Futures Commission (SFC) of Hong Kong agreed on a Memorandum of Understanding (MoU) regarding regulatory cooperation and arrangements for ESMA’s continued monitoring of the on-going compliance with the recognition conditions established in Article 25 of the European Markets Infrastructure Regulation (EMIR) for central counterparties (CCPs). Continue Reading