Expert Analysis

• An NYDFS-Regulated Bank's Guide To Proper Internal Audits

  

  As certification deadlines for compliance with the New York State Department of Financial Services’ transaction monitoring and cybersecurity regulations loom, lawyers should remember that the NYDFS offers no leeway for best efforts — and should ensure robust auditing and recordkeeping processes for clients, say attorneys at Arnall Golden.

• Discord Stock Case Toss Means Little For Fraud Defendants

  

  A Texas federal court’s recent dismissal of fraud charges related to a "pump and dump" scheme on Discord is an outlier after the U.S. Supreme Court scrapped the right-to-control theory of fraud last year, and ultimately won't deter the government from pursuing routine securities prosecutions, says William Johnston at Bird Marella.

• Opinion

  Post-Moelis Del. Corp. Law Proposal Would Hurt Stockholders

  

  The proposed Delaware General Corporation Law amendment in response to the Court of Chancery's recent opinion in West Palm Beach Firefighters' Pension Fund v. Moelis would upend the foundational principle of corporate law holding that directors govern corporations in the interest of stockholders — and the potential harm would be substantial, say attorneys at Block & Leviton.

• Strategies For Navigating Compliance Monitorships

  

  As independent compliance monitorships continue to be a favored tool of the government in resolving corporate enforcement matters, counsel should have a firm grasp on best practices for selecting a monitor, preparing the company and ensuring a productive relationship between the parties, say attorneys at WilmerHale.

• An Energy Industry Case Study In Expropriation Risk

  

  Andrés Chambouleyron at Berkeley Research breaks down how expropriation risk and damage mitigation calculations vary considerably by different energy sources, and uses Argentina as a case study for how energy investors might protect their interests.

• At 'SEC Speaks,' A Focus On Rebuilding Trust Amid Criticism

  

  At the Practising Law Institute's SEC Speaks conference last week, U.S. Securities and Exchange Commission leadership highlighted efforts to rebuild and restore trust in the U.S. capital markets by addressing investor concerns through regulatory measures and enforcement actions, emphasizing the need for cooperation from market participants, say attorneys at Perkins Coie.

• Series

  Fla. Banking Brief: All The Notable Legal Updates In Q1

  

  Early 2024 developments that could have a notable impact on Florida's finance community include progress on a bill that would substantially revise the state Securities and Investor Protection Act, and the Consumer Financial Protection Bureau's final rule capping late fees for larger credit card issuers, say Benjamin Weinberg and Megan Riley at Leon Cosgrove.

• Comparing Corporate Law In Delaware, Texas And Nevada

  

  With Elon Musk's recent decision to reincorporate his companies outside of Delaware, and with more businesses increasingly considering Nevada and Texas as corporate homes, attorneys at Baker Botts look at each jurisdiction's foundation of corporate law, and how the differences can make each more or less appealing based on a corporation's needs.

• Management Incentives May Be Revisited After PE Investment

  

  As the economic climate shifts, key parties in private equity investment transactions may become misaligned, and management incentive plans could become ineffective — so attentive boards may wish to caucus with management to evaluate continued alignment, say Austin Lilling and Nida Javaid at Morgan Lewis.

• Practicing Law With Parkinson's Disease

  

  This Parkinson’s Awareness Month, Adam Siegler at Greenberg Traurig discusses his experience working as a lawyer with Parkinson’s disease, sharing both lessons on how to cope with a diagnosis and advice for supporting colleagues who live with the disease.

• Calif. Verdict Showcases SEC's New 'Shadow Trading' Theory

  

  Last week's insider trading verdict, delivered against biopharmaceutical executive Matthew Panuwat by a California federal jury, signals open season on a new area of regulatory enforcement enabled by the U.S. Securities and Exchange Commission's shadow trading theory, say Perrie Weiner and Aaron Goodman at Baker McKenzie.

• Climate Disclosure Mandates Demand A Big-Picture Approach

  

  As carbon emissions disclosure requirements from the European Union, California and the U.S. Securities and Exchange Commission take effect, the best practice for companies is not targeted compliance with a given reporting regime, but rather a comprehensive approach to systems assessment and management, says David Smith at Manatt.

• Series

  Playing Hockey Makes Me A Better Lawyer

  

  Nearly a lifetime of playing hockey taught me the importance of avoiding burnout in all aspects of life, and the game ultimately ended up providing me with the balance I needed to maintain success in my legal career, says John Riccione at Taft.

• ESG Challenges In Focus After Sierra Club Opposes SEC Rule

  

  The Sierra Club's recent objection to the U.S. Securities and Exchange Commission's climate-related disclosures for investors presents an unusual — pro-disclosure — legal challenge and an opportunity to take a close look at the varying critiques of ESG regulations, say Colin Pohlman, and Jane Luxton and Paul Kisslinger at Lewis Brisbois.

• Opinion

  High Court Should Settle Circuit Split On Risk Disclosures

  

  The U.S. Supreme Court should grant the petition for writ of certiorari in the Facebook case to resolve a growing circuit split concerning when risk disclosures can be misleading under federal securities laws, and its decision should align with the intent of Congress and the U.S. Securities and Exchange Commission, says Richard Zelichov at DLA Piper.