France Telecom and Deutsche Telekom may have gotten a rare, lucky break from competition authorities in Europe after a review of their proposed JV merging the Orange UK and T-Mobile UK brands…

If necessity is the mother of invention, then desperation may just be the mother of market abuse. And desperation appears to be more widely felt in the generics-pressed pharmaceutical industry…

Canada’s Competition Bureau has perhaps never been as active on multiple fronts as it has been over the past year. A new commissioner, broad changes to the Competition Act, new…

Companies involved in “big” M&A have recently seen competition (antitrust) regulators in action. Just ask merger partners Petro-Canada and Suncor, which were required to sell off 104 retail gas stations…

The credit crisis roared like a lion in early 2009 and the reverberations affected M&A transactions throughout the year. Strategic M&A deals, including Pfizer /Wyeth, Berkshire Hathaway/Burlington Northern Santa Fe, and Disney/Marvel were…

Intel Corp was sued on Wednesday by New York Attorney General Andrew Cuomo, who accused the world's largest chipmaker of scheming to maintain monopoly power in the…

Environmental risk disclosures cover a waterfront of issues, from clean energy to carbon reduction to water cleanup. Driving environment-related disclosures this year is a host of regulation, both pending and recently passed…

Natural gas deals are burning up, with uniquely hot legal issues around them. Recent deals by Exxon/XTO, Chevron/Tokyo Energy and the just announced deal between Total/Chesapeake power forward…

Oil and gas reserves are poised to become a hot disclosure topic. On October 30, 2009, the Office of the Chief Accountant of the U.S. Securities and Exchange Commission issued…

Film stars, exotic real estate bubbles and international intrigue lend Dubai a patina of the sensational that masks an Olympian accomplishment in the emirate:  The near-instantaneous creation of a sophisticated financial regulatory regime…

The dual-listed airlines of the PRC are faced with dual challenges: they must contend with a travel boom (a good problem) as well as the glare of regulators, including the SEC…

Boston Scientific’s acquisition of Guidant in 2006 came with an unexpected liability – criminal charges. In a recently filed plea agreement...

Named after the Chinese word for peace, Ping An Insurance’s latest move is generating anything but a peaceful response. Recently, Ping An announced that it will be gradually unlocking…

After last year’s global financial services crisis, the PRC government has been hard at work to prevent a doomsday scenario from occurring. The China Banking Regulatory Commission (CBRC) in particular is faced with oxymoronic challenges…

The Federal Reserve’s Term Asset-Backed Lending Facility (TALF) is soon coming to end, and companies like CIT and Sallie Mae are sad to see it go…

The Securities and Exchange Commission is cracking down on insider trading, inadequate disclosures, and abusive short selling. From subprime securities to Madoff…

Shareholder rights are pressed by the SEC, activists...and John. John Chevedden's one man shareholder rights band. Amazon.com, International Paper, and Halliburton…

When even Toyota has to announce a major product recall, legal observers know product liability is a hot topic. The Japanese carmaker, often hailed as…

SEC staff reviews may be a normal course of exchange for public filers, but companies occasionally find themselves aggressively defending their practices. Recently released SEC staff correspondence letters reveal that Southwest Airlines…

Corporate disclosure on the ultra-sensitive topic of computer and network security breaches have been highlighted by Google’s recent disclosure of a cyber attack originating in China…

Though still early in proxy season, activist shareholders are already demanding a variety of changes to executive compensation disclosure and practices. Shareholders from companies diverging from Dow Chemical to Sprint, and Bank of America to Frontier Communications are…

The London Stock Exchange is remaking itself, in a clear quest not only to retain its dominance in the UK, but to grow it. With DP World and Pearl recently announcing planned Premium Listings on the LSE, the message is clearly getting out. Less publicized, though, is the challenge posed to …

Powerhouse timber company Weyerhauser recently announced its REIT status for 2010, raising a bright green flag over the powerful forces driving REITs. Weyerhauser’s move helps it join not…

With the motto “Do No Evil” and a rap for bad behavior in China, among others places, it’s little surprise that Google is facing a shareholder proposal to create a Human Rights Committee...

How do you select what to disclose after an unbelievable 2009 fraught with disclosure-worthy issues? With duty to disclose policies newly widespread, this question is even more…

The SEC has voiced concerns over legal opinions issued in the context of an S-3 registration. Merge Healthcare, a Milwaukee-based healthcare computer systems company…

FCPA enforcement has stepped up yet again, even touching China-related actions in the U.S.A. The SEC’s year-end salvo against California’s UTStarcom Inc. was announced under the cover of 2009’s year end close….

A few days from now, when everyone emerges from the haze of holiday celebrations, Canadian issuers will find themselves with just one year left to get their ducks in order for IFRS compliance. From mineral exploration company Platmin to…

Private equity is back on the hunt, and PE firms are securing debt commitments that are putting the “L” back into leveraged buyouts…

In a more subtle preparation for a possible takeover of Cadbury, Kraft Foods sweetened its Board of Directors. It has just amended its bylaws to allow the expansion of the board to twelve members…

Infrastructure deals are going legit, prompted by profit motives, private equity and $150 billion in investment promised by the U.S. government. The $4 billion bid for Transurban and…

Perhaps influenced by the controversy over Bank of America’s forgotten bonus schedule from Merrill, the SEC seems to be cracking down in incomplete submission of agreements...

Property deals are rising, but is this the market taking flight…or dead cat bouncing? Deals involving premium property and players Canary Wharf, HSBC and Blackstone suggest that things are heating up for the high end of commercial real estate…

Chinese issuers continue to seek access to western capital pools, with Toronto joining New York and even Frankfurt as favored western offering markets. In return, China-based companies are being received with open arms by the Canadian markets, though their disclosures continue to portray a hint of skepticism…

With just months since the FBI arrested a Galleon Group hedge-fund manager and charged an IBM executive and two employees of hedge fund New Castle Partners in a tech insider trading scheme...

WCA Waste Corp, a Houston-based waste management company, announced that it has signed an agreement to purchase the subsidiaries and certain assets of Live Earth, LLC…

Sovereign wealth fund investments in financial institutions are a hot disclosure topic of late. Some wealth funds are cashing out their investments in…

Staff comment letters indicate CIT Group’s seemingly smooth prepackaged reorganization hit some potholes with the Securities and Exchange Commission (SEC)...

Boardroom battles promise to keep launching during the 2010 proxy season, an ever-sharp issue as proxy-drafting efforts now launch, too. Shifts in proxy disclosure standards must be gleaned, with plenty of fodder from…

Cadbury Plc filed documents with the SEC in defense of its rejection of Kraft Foods Inc $16.5 billion hostile offer...

The Securities and Exchange Commission announced Monday that it is extending the comment period for the heavily debated...

Kraft Foods is showing signs it still intends to acquire Cadbury Plc, despite Cadbury's Board of Directors’ recommendation that its shareholders reject the offer. Kraft has been in correspondence with…

Bankers’ thudding bonuses echo with regulatory “bah humbug”. Today’s big announcement by Goldman Sachs of its bonus changes is just the latest sign. Citi, Bank of America and other TARP-fleeing banks ought also to be careful – they may trip over Barclays, RBS and their UK peers…

Brazilian based Banco Santander (Brasil) S.A. responded to the SEC’s request for more information related to its IPO…

With all the attention that executive compensation has been getting of late, it would only seem logical that Canadian issuers would take special care when it comes to compensation disclosures. According to the CSA, however…

Price is a central focus in M&A transactions, so much so that post closing price adjustments are now being set up both forcibly and contractually. Following the sales of both Lehman Brothers and Washington Mutual, companies and shareholders are pushing back against…

Here’s something you don’t see every day: A remarkably unified front of public issuers and investors pushed back on new corporate governance regulation proposed by securities regulators…and the regulators folded, putting new legislation on the backburner…

Corporate carve outs seem to be spinning, ever faster. The upcoming spin-off by Time Warner of AOL signals both the end of an era and as the dawn of a new age of spinoffs. Joined by players like Rio Tinto and Bristol-Meyers Squibb, to name but a few, companies are using white-hot equity markets to unload assets or raise cash…

Pursuant to a Stipulation and Consent to the Issuance of a Consent Order, Wisconsin based WaterStone Bank agreed to the issuance of a Consent Order to be issued jointly by the FDIC…

Getting the SEC regulation that many feel they have earned, the Credit Ratings Agencies now face a second, Proposed Rule, creating new compliance requirements and seeking to separate ratings of...

Credit Ratings Agencies (CRAs) are now getting the regulation many feel they deserve, courtesy of two recent SEC rules releases – one a final rule, the other one proposed, for comments…

DPH Holdings Corp., a Delaware corporation formerly known as Delphi Corp, received approval to cease filing of current and periodic reports under rule 12h-3 of the Securities Exchange Act of 1934....

After months of speculation and preparation, Time Warner’s Board of Directors finally approved the spin-off AOL Holdings on November 16, 2009…

Coal-fired opportunities are powering back up, almost in spite of climate change concerns. Savvy players from NRG to the Tennessee Valley are taking notice. Sitting in the cross-hairs of emerging climate change regulation and lingering real estate troubles…

A little known, but recently notorious, corner of the commercial real estate world is actually going through an upsurge. Led by Passco, Inland, and American Realty Capital, it's powered by unique legal structures…

The Financial Services Authority (FSA) has been flexing its regulatory muscle, even while its standard-bearer, Hector Sants, is retiring. Recent moves include record fines and criminal proceedings…

Virgin's recent acquisition of UK bank Church House signals the race to acquire a UK banking licence has commenced. With Blackstone and others joining in, it promises to excite…

The $53 billion deal that shocked America is a secret no longer, as AIG has finally reveal the details of its plan to pay off credit default swap (CDS) counterparties. While a payout at 100 cents on the dollar is something even the Fed couldn’t keep secret…

The Federal Reserve earlier this week launched a website designed, essentially, to teach bank directors how to be a director...

A Customer Identification Program (CIP) Rule enforcement exemption was continued with the SEC’s Division of Trading and Markets granting of no-action relief earlier this week...

Shareholder proposals and no action letters make it clear: bankers and their wallets are in for a rough 2010 proxy season. To wit: Amex, Citi and Bank of America, among other financial services companies, are fighting…

The Financial Services Authority’s (FSA) stress tests are becoming increasingly stressful for many banks and building societies in the UK, yielding notable disclosure on the topic…

The biggest TARP-recipients are now scrambling to pay it back. In particular, both Citibank and Wells Fargo have recently announced historic issuances with proceeds to be used to repay U.S. taxpayers…

Bankers’ thudding bonuses echo with regulatory “bah humbug”. Today’s big announcement by Goldman Sachs of its bonus changes is just the latest sign. Citi, Bank of America and other TARP-fleeing banks ought also to be careful – they may trip over Barclays, RBS and their UK peers…

Banks and other financial services companies are disclosing their efforts to ditch TARP and government debt. Bailed-out banks from Citigroup to Bank of America are using increasingly buoyant financial markets to…

As the federal government furthers its attempt to fend off a future economic meltdown of the nature seen last year, the SEC has taken a notable step: fraud charges have been filed against three executives of New Century's subprime mortgage business...

Investors snapped up the shares of Hyatt Hotels Corp in their debut on Thursday, enticed by the company's strong balance sheet and prospects for a robust rebound in the lodging industry in…

Digital rights are surprisingly dramatic. From Google Books to Amazon’s Kindle, most users may not be aware that their sleek new holiday “toys” are actually a bundle of legal uncertainty, wrapped in a bow, yet shrouded in mystery…

Patent disputes and disclosure are just a part of life for any innovation-based business. Licensing and royalty agreements are big bucks and litigation can be a key part of both parties’ “negotiation” strategy…

Video game publisher THQ entered into settlement agreements with World Wrestling Entertainment Inc (WWE) and Jakks Pacific Inc regarding the WWE video game…

IP’s chain of title is a fragile one, threatening M&A and normal operations alike. Just ask Skype and Ecko Group, both of whom have felt its sting. Making this abundantly clear is…

A spotlight was shined on the lack of transparency, standardization, and disclosure of credit default swaps and other OTC derivatives in the depths of the credit crisis. Now some regulators are searching for solutions...

After last year’s global financial services crisis, the PRC government has been hard at work to prevent a doomsday scenario from occurring. The China Banking Regulatory Commission (CBRC) in particular is faced with oxymoronic challenges…

Despite the potential size of the domestic television watching market, media content remains one of the most controlled sectors in China’s economy. Many point to incidents such as the banning of Facebook…

The Financial Services Authority (FSA) has been flexing its regulatory muscle, even while its standard-bearer, Hector Sants, is retiring. Recent moves include record fines and criminal proceedings…

Beware of Greeks bearing securities...and I-bankers bearing swaps bear a second look, too. While Greece has been the focus of swap-centered financial engineering that resulted in the obfuscation of its fiscal problems, it is not alone…

As worries over Greece rattle world markets, off balance sheet derivatives transactions are back in the lime light. Greece is accused of acting like Andrew Fastow of Enron fame…

The Securities and Exchange Commission is cracking down on insider trading, inadequate disclosures, and abusive short selling. From subprime securities to Madoff…

In an unusual move amid increased corporate oversight and executive compensation scrutiny, the SEC will not proceed further against executive officers of semiconductor manufacturer Broadcom for...

The Federal Reserve earlier this week launched a website designed, essentially, to teach bank directors how to be a director...

The Securities and Exchange Commission is continuing its crackdown on stock market manipulation and abusive shorting. Two hedge funds were recently charge with…

SEC staff reviews may be a normal course of exchange for public filers, but companies occasionally find themselves aggressively defending their practices. Recently released SEC staff correspondence letters reveal that Southwest Airlines…

If recent no act letters are any indication, the separation of chairman and CEO may, yet again, be a hot proxy topic for shareholders this year. Two major companies have received proposals recently and…

It’s proxy season and change is in the air, especially for directors now forced to defend their authority. The Securities and Exchange Commission adopted final rules on December 16, 2009 to expand corporate governance and…

The London Stock Exchange is remaking itself, in a clear quest not only to retain its dominance in the UK, but to grow it. With DP World and Pearl recently announcing planned Premium Listings on the LSE, the message is clearly getting out. Less publicized, though, is the challenge posed to …

Bank compensation is now facing its latest regulatory threat, this one with actual costs attached, following rules proposed by the Federal Deposit Insurance Corporation (FDIC)…

A Customer Identification Program (CIP) Rule enforcement exemption was continued with the SEC’s Division of Trading and Markets granting of no-action relief earlier this week...

UK national newspapers are facing increased competition from free news and online news services which are pushing the traditional newspaper business model to breaking point. Many of these shifts are reflected in recent industry disclosures…

As Brazil’s economy pops, so do its deals – but it’s less common to see the actual deal documents pop into the public sphere. Thus, innovator TIM Participacoes SA,…

The SEC has voiced concerns over legal opinions issued in the context of an S-3 registration. Merge Healthcare, a Milwaukee-based healthcare computer systems company…

After a year of beefing up its enforcement muscle, the SEC is bringing some charges full circle. Earlier this week, the regulator settled insider trading charges centering around Dell Inc’s acquisition announcement of Perot Systems...

Shareholders already seem to be in the driver’s seat at many companies this year, the latest example of which is NYSE Euronext...

Shareholder proposals on poison pills could be hotbed of activity this proxy season. Serving as a notable early indication may be pharmaceutical company Mylan’s recent No Act...

The SEC charged Kurt B. Barton and Triton Financial, which co-sponsors the Heisman Trophy Trust, of offering fraud...

Spongetech Delivery Systems Inc entered into a settlement agreement and release with Sponge Tech Inc, Spongeables LLC...

Mergers are set to get tougher, oddly, even while acquisitiveness and financing markets seem to be picking up. Blame the merger review process, with over 100 national merger review boards, each with its own rules and processes…

In a landscape-shaking move, last week Chicago Board Options Exchange received the official go ahead to form a second national exchange from the Securities and Exchange Commission...

The Securities and Exchange Commission announced Monday that it is extending the comment period for the heavily debated...

In this era of conservative consumer spending and increased competition, advertising has become a hot topic in the business and legal communities, playing out of late in the Canadian court system. Imagine, after all, a world in which products were marketed as …

The FDIC arranged the 130th failed bank asset sale of the year last week. This latest round of bank closures consisted of...

The Treasury Department announced earlier this week that it would sell its JPMorgan Chase & Co. warrants in a public Dutch auction on Thursday. The warrants were acquired by the...

The Securities and Exchange Commission is continuing to pursue players who may have contributed to the housing industry avalanche. This week, the Commission charged defunct Brookstreet Securities Corp. and its former CEO, Stanley C. Brooks, with...

In a sign that proxy season is fast approaching, both Pfizer and Kimberly Clark have requested no action relief to exclude similar shareholder proposals according to recently released no-action letters. In their no action requests…

Clawbacks and bonus busting continue to be a hot topic. The activity may be led by regulators, but it is no longer restricted to them. Instead, the SEC, the pay czar, and even private companies like Hertz are voluntarily getting in on the clawback action…

Getting the SEC regulation that many feel they have earned, the Credit Ratings Agencies now face a second, Proposed Rule, creating new compliance requirements and seeking to separate ratings of...

Credit Ratings Agencies (CRAs) are now getting the regulation many feel they deserve, courtesy of two recent SEC rules releases – one a final rule, the other one proposed, for comments…

The IRS on Monday released a new revenue procedure concerning net operating loss (NOL) carry back. The Worker, Homeownership and Business Assistance Act of 2009, when passed...

FINRA has proposed to amend its trade reporting rules. The amendments affect over-the-counter (OTC) trades, by reducing the reporting requirement from 90 seconds to 30...

After months of discussion, the SEC has finally taken official aim at so called “dark pools”. A set of recently proposed rules will limit the exemptions in which that dark pools currently operate...

London based Lloyds Banking Group, Plc petitioned the SEC by way of No-Action letter earlier this month to be exempt from rule 102 of Regulation M…

Carbon assets and related trading are big issues for businesses of all sorts. Realizing this, Markit, the Montreal Climate Exchange, and the NYSE Euronext have taken early strong positions in the carbon marketplace…

The Canadian Radio-Television Telecommunications Commission’s (CRTC) decisions often fail to attract high profile attention, yet those decisions, particularly those relating to foreign ownership restrictions, can have a major impact on the telecom industry.  The CRTC's influence on competition, for example, was illustrated by…

Disclosure of non-public information is getting a lot of attention lately, as corporate America remains in the hot seat over its disclosure practices. The SEC is casting a wide net and is ensnaring employees and officers at…

Investment Canada has become a topic of much interest over the past year. Long viewed as a fairly docile regulator, its quiet ways appear to be coming to an end…

Who wouldn’t want to run a bank? Giant corner office, maybe the use of the bank’s private jet, and, best of all, a seven or even eight figure salary. Before you send in your application, though, you might want to consider some of the headaches that come along with that paycheck…

J.P. Morgan Securities Inc will pay $75 million to settle charges in an unlawful payment scheme in the sewer financing of Jefferson County, Alabama…

On Oct. 27, the SEC adopted an updated EDGAR filing manual that included two new form types. Filers may now submit the withdrawal of application for exemptive or other relief from…

In the latest bank recapitalization, West Coast Bancorp has entered into investment agreements to raise $155 million from 20 separate investors. This move follows a cease…

Goldman Sachs waded deeper into Dark Pool discussions with the SEC and even suggested certain regulatory approaches...