The SEC Division of Corporation Finance determined that, for the purposes of applying Exchange Act Rules related to "Collar Contracts," an insider will be deemed to own the corporation shares underlying the operating partnership units.
SIFMA and the Security Traders Association raised concerns about legislative proposals on capital formation and corporate governance currently under consideration by the U.S. Senate Committee on Banking, Housing and Urban Affairs.
The SEC accepted offers of settlement in two enforcement actions involving "disclosure violations that deprived investors of material information during battles for corporate control of publicly traded companies."
Cadwalader attorneys urged investors who might engage with management to consider recent guidance from the FTC Premerger Notification Office. The guidance advises that certain behavior may be insufficiently "passive," thereby disqualifying investors from receiving an investment-only exemption under the Hart-Scott-Rodino Act.