Weekly Roundup: April 1–April 7, 2016

Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of April 1, 2016 to April 7, 2016.

SEC Enforcement of Internal Control Over Financial Reporting

Posted by Avrohom J. Kess & Yafit Cohn, Simpson, Thacher & Bartlett LLP, on Friday, April 1, 2016

Tags: Accounting, Accounting standards, Audits, Financial reporting, Internal auditors, PCAOB, SEC, SEC enforcement,Securities Regulation

Rule 144: Resale of REIT Shares in Exchange for OP Units

Posted by Daniel P. Adams, Goodwin Procter LLP, on Saturday, April 2, 2016

Tags: Capital markets, No-action letters, Partnerships, Private placements, Registration exemptions, REITs, Rule 144,SEC, Securities Regulation

Freedom to Trade in the Age of Heightened Market Protection

Posted by Anthony Candido, Clifford Chance LLP, on Sunday, April 3, 2016

Tags: CFTC, Commodities, Commodities Exchange Act, Derivatives, Dodd-Frank Act, Fair values, Futures, Investor protection, Liability standards, Market efficiency, Misconduct, Securities enforcement, Securities Regulation

The Trust Indenture Act and the Courts: Bringing the SEC to the Table

Posted by Mark J. Roe, Harvard Law School, on Monday, April 4, 2016

Tags: Bankruptcy, Bondholders, Bonds, Debtor-creditor law, Distressed companies, Restructurings, SEC, Securities Regulation, Trust Indenture Act, U.S. federal courts

Social Covenants in Mergers: Legal Promises or Moral Commitments?

Posted by Daniel E. Wolf, Kirkland & Ellis LLP, on Monday, April 4, 2016

Tags: Acquisition agreements, Board composition, Board dynamics, Boards of Directors, Corporate culture, Covenants,Management, Merger litigation, Mergers & acquisitions, Negotiation, Reputation, Target firms

Sun Capital Redux: Private Equity and Pension Liability

Posted by Michael J. Segal, Wachtell, Lipton, Rosen & Katz, on Tuesday, April 5, 2016

Tags: Asset management, ERISA, Investor protection, Liability standards, Management, Ownership structure,Partnerships, Pension funds, Private Equity, Retirement plans, Securities litigation, Securities Regulation, U.S. federal courts

The Fund Director in 2016

Posted by Mary Jo White, U.S. Securities & Exchange Commission, on Tuesday, April 5, 2016

Tags: Asset management, Board independence, Boards of Directors, Compliance and disclosure interpretation,Cybersecurity, Exchange-traded funds, Fund managers, Investment advisers, Investment Company Act, Investor protection, Liquidity, Mutual funds, Oversight, Risk assessment, Risk management, SEC, Securities enforcement,Securities Regulation

Securities Class Action Settlements: 2015 Review

Posted by Laura E. Simmons, Cornerstone Research, on Wednesday, April 6, 2016

Tags: Accounting, Class actions, Derivative actions, External auditors, Financial institutions, Section 11, Securities damages, Securities enforcement, Securities litigation, Settlements, U.S. federal courts, Underwriting

Protecting Investors in an Innovative Financial Marketplace

Posted by Mary Jo White, U.S. Securities & Exchange Commission, on Wednesday, April 6, 2016

Tags: Blockchain, Capital formation, Crowdfunding, Disclosure, Exchange Act, Firm valuation, Innovation, Investment Advisers Act, Investor protection, IPOs, JOBS Act, Private firms, Regulation A, Regulation D, SEC, Tech companies,Transparency, Venture capital firms

The Source of Information in Prices and Investment-Price Sensitivity

Posted by Alex Edmans, London Business School, on Thursday, April 7, 2016

Tags: Behavioral finance, Capital formation, Decision making, Emerging markets, Incentives, Information asymmetries,Information environment, Inside information, Insider trading, Management, Market efficiency, Market reaction, Securities enforcement

Does ValueAct Have Implications for Institutional Shareholders?

Posted by Arthur F. Golden, Davis Polk & Wardwell LLP, on Thursday, April 7, 2016

Tags: Advanced notice, Antitrust, DOJ, FTC, Hart-Scott-Rodino Act, Hedge funds, Institutional Investors, Mergers & acquisitions, Securities enforcement, Shareholder activism, Special purpose vehicles

ValueAct: Activist Use of HSR Act’s “Passive Investor” Exemption

Posted by Daniel A. Neff & David A. Katz, Wachtell, Lipton, Rosen & Katz, on Thursday, April 7, 2016

Tags: Advanced notice, Antitrust, DOJ, Filings, FTC, Hart-Scott-Rodino Act, Hedge funds, Mergers & acquisitions,Securities enforcement, Securities Regulation, Shareholder activism