In a recent update regarding the last meeting of the FINRA Board
of Governors (see
FINRA noted that the Board had authorized FINRA to issue an
interim form to seek essential information from prospective funding
portals intending to apply for membership with FINRA pursuant to
the JOBS Act. Funding portals would file the interim form
with FINRA voluntarily until final SEC and FINRA rules governing
funding portals are in place.
Because of the generality of this update, the information
provided herein may not be applicable in all situations and should
not be acted upon without specific legal advice based on particular
On November 13, 2013, the Division of Corporation Finance of the Securities and Exchange Commission issued new Compliance and Disclosure Interpretations providing guidance regarding new rules allowing for general solicitation in private offerings.
On November 14, the Division of Swap Dealer and Intermediary Oversight of the Commodity Futures Trading Commission created confusion and consternation in the derivatives world by issuing an advisory indicating that certain requirements will apply to swaps entered into between a registered non-U.S. swap dealer and a non-U.S. person if the swap is handled by personnel or agents of the non-U.S. swap dealer located in the United States.
On September 30, 2013, the US Securities and Exchange Commission Division of Trading and Markets issued Frequently Asked Questions in an effort to provide guidance regarding potential supervisory liability of broker-dealer compliance and legal personnel under Sections 15(b)(4) and 15(b)(6) of the Securities Exchange Act of 1934, as amended.
On November 12, the liquidators for two Bear Stearns overseas hedge funds filed their complaint against McGraw Hill, Standard & Poor’s, Moody’s, and Fitch in an action in New York Supreme Court alleging that fraudulent ratings led to over $1 billion in losses for the funds’ investors.
Last week the Second Circuit held that: (1) a creditor can face liability under the Fair Debt Collection Practices Act (FDCPA) when a third party it hires to contact debtors does not make bona fide attempts to collect the debt but rather acts as a mere conduit between the creditor and debtor; and (2) the assignee of a debt is not a "creditor" for purposes of the Truth in Lending Act (TILA).
Recently, the Delaware Court of Chancery in Pfeiffer v. Leedle declined to dismiss a shareholder derivative action against a board for breach of fiduciary duty, where the directors allegedly approved stock options exceeding the maximum number of options permissible under the corporation’s stock incentive plan. C.A. No. 7831-VCP (Del. Ch. Nov. 8, 2013).