Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest

Agencies Adopt Final Rule to Exclude Community Banks from the Volcker Rule


Five federal financial regulatory agencies adopted a final rule to exclude community banks from the Volcker Rule, consistent with the Economic Growth, Regulatory Relief, and Consumer Protection Act. The Volcker Rule generally restricts banking entities from engaging in proprietary trading and from owning, sponsoring, or having certain relationships with hedge... Read More

Topics: Errors & Omissions Liability

SEC to Consider Settlement Offers and Waiver Requests Simultaneously


In a public statement, SEC Chairman Jay Clayton discussed the historical interplay between settlement offers and related waiver requests.  Chair Clayton noted: “Although settlement offers and waiver requests have generally been made contemporaneously, and resolution of both often is critical to achieving the necessary level of certainty, in recent years,... Read More

Topics: Litigation, Public Companies and Securities

The Right Way to Release Claims for Advancement on Termination of Employment


In Ephrat et al v medCPU, Inc., the Delaware Court of Chancery considered whether a separation agreement released claims of advancement pursuant to medCPU’s, or the company’s, certificate of incorporation. The plaintiffs, former officers and directors of the company, sued to enforce their rights to payments under a separation agreement.... Read More

Topics: Employment, Litigation, Public Companies and Securities

FTC and DOJ Approve Changes to HSR Rules and Form


The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, has approved amendments to the Hart-Scott-Rodino Rules and to the instructions for filling out the Antitrust Act Notification and Report Form, often referred to as the HSR Form.  The new HSR Form and... Read More

Topics: M&A

Revlon Lives – Chester County Employees’ Retirement Fund v. KCG Holdings, Inc.


In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More

Topics: Litigation, M&A, Public Companies and Securities