1. Higher Thresholds For HSR Filings

Higher thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 became effective on February 11, 2013. The filing thresholds are revised annually, based on the change in gross national product.Continue Reading Higher Filing Thresholds for HSR Act Premerger Notifications Effective February 11, 2013

In the first SEC enforcement action of its kind, the SEC announced on February 8, 2013 that it had filed civil charges against, and received an emergency order to freeze assets of, the Intercontinental Regional Center Trust of Chicago, a designated Regional Center under the EB-5 Immigrant Investor Program administered by U.S. Citizenship and Immigration Services (USCIS), and the Regional Center’s principal. See full complaint here.Continue Reading SEC Freezes Assets and Brings Civil Charges against EB-5 Investor Visa Project

On February 1, 2013, the Federal Trade Commission (FTC) published a notice of proposed rulemaking in the Federal Register to amend the Rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 regarding the withdrawal of a premerger notification filing. The amendments would add a new §803.12 “Withdraw and refile notification,” to the HSR Rules.Continue Reading FTC Proposes Amendments To The Hart-Scott-Rodino Rules Regarding Withdrawal Of A Premerger Notification Filing

In Freeman Investments, LP v. Pacific Life Insurance Co., No. 09-55513, 2013 WL 11884 (9th Cir. Jan 2, 2013), the United States Court of Appeals for the Ninth Circuit held that the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) precluded plaintiffs’ class claims for violations of California Business & Professions Code § 17200, but did not preclude plaintiffs’ breach of contract claims. The Court held that the Section 17200 claims were predicated on alleged misrepresentations and omissions, whereas the contract claims were not. The Ninth Circuit’s holding reaffirms the courts’ broad application of SLUSA to class claims that are dependent upon allegations of misrepresentations or omissions.Continue Reading Ninth Circuit Applies Securities Litigation Uniform Standards Act to Affirm Dismissal of Section 17200 Class Action Involving Variable Life Insurance Policies

By Jason Schendel and Joel Cazares

A new rule requiring FINRA member firms to file copies of certain offering documents related to private placement transactions was approved by the SEC and was effective as of December 3, 2012. FINRA has published FAQs regarding the new rule which can be found here.Continue Reading FINRA Adopts Rule 5123 Requiring the Filing of Offering Documents used in Private Placements of Securities

Most public companies use Broadridge for shareholder voting tasks related to their annual meetings. Due to a new interpretive position being taken by the SEC, Broadridge recently informed its clients of a technical change in its online, mobile and telephonic voting platforms that may adversely affect obtaining favorable shareholder votes, particularly from retail investors.Continue Reading Technical Change by Broadridge May Impact Retail Voting at Upcoming Annual Meetings