Fried Frank, The Appraisal Landscape: Key Points, Open Issues, and Practice Points

 2017年のデラウェア州最高裁による株式買取請求権に関する2つの事件(DFC GloblとDell)に関する法律事務所のメモランダムです。著者の一人であるScott Luftglass氏とは、Davis Polk時代に一緒に働いたことがあります。典型的な訴訟弁護士で、訴訟弁護士は、事務屋よりも緻密だと感じました。今回の記事もよく纏まっています。

via Harvard

Six US Market Regulation Predictions for 2018

 私が働いていた事務所のパートナーによる2018年の米国における市場規制に関する記事です。フィナンシャル・タイムズに掲載された模様。

(4). SEC to seek fiduciary standard for broker-dealers

The conventional wisdom is that Trump appointees will remove, rather than add, new regulatory requirements, but there are a few critical areas that belie this expectation. For example, Jay Clayton, chairman of the Securities and Exchange Commission, has expressed a strong commitment to tackle the fiduciary standard for brokers in 2018. The Department of Labor recently delayed until mid-2019 the implementation of key provisions of its fiduciary rule that applies to transactions with retirement account clients. The delay provides breathing room for coordination on a consistent approach by the two agencies. Look for possible complications, however, due to the arrival of two new commissioners at the SEC this year, each of whom may have very different views of the necessity and impact of moving from a suitability to a fiduciary standard for brokers.

(5). More enforcement actions related to virtual currencies

We expect the explosion of public interest in the trading of virtual currencies and virtual-currency-related products to continue. US regulators spent much of the second half of 2017 actively focused on these products and the regulatory issues they raised. The SEC, CFTC and state regulators all warned the public of the potential risks of trading in these products. While agencies brought enforcement actions in instances of clear fraud or manipulation, for the most part their efforts have been focused on clarifying the scope of their authority and the application of their regulations to these activities. We believe this approach is likely to shift very quickly and sharply as the regulators pivot to an enforcement mode. Market participants, particularly those involved in offering or selling unregistered securities or who deal in these products without the necessary licences, will be much more likely to face enforcement action than in the past.

WSJ, How Much New Investor Cash Did BlackRock Attract in 2017? $1 Billion a Day, Jan. 13–14, 2018

The world’s largest asset manager reached a new milestone during 2017: the equivalent of $1 billion of new client cash every day.

The annual net inflow of $367.3 billion helped BlackRock Inc. BLK 3.27% pass $6 trillion in assets for the first time, up more than $1 trillion from the end of 2016. The record haul during 2017 amounted to more than $698,000 a minute.

The pace of new investor cash into BlackRock puts it in the same league as rival Vanguard Group, which attracted a net $369.3 billion in new money last year. The two managers now oversee a combined $11.2 trillion, higher than the gross domestic product of China in 2016.

WSJ, T. Boone Pickens Calls It Quits on Energy Trading

T. Boone Pickens, a famous oilman and investment manager, said he is closing the energy-focused hedge fund he has run for the last two decades as his health declines.

See also David A. Vise, Delaware Court Changes Rules of Takeover Game, Wash. Post, June 16, 1985

日本経済新聞「株主総会、実のある対話へ法改正 株主提案に上限案」(2018年1月15日)

もう一つの柱である取締役会改革では、社外取締役の設置の義務付けが焦点だ。主に上場会社を対象に義務付ける案と、現行のまま義務付けない案を併記する。義務付けには企業経営の透明性向上に期待する声がある。一方、東京証券取引所の上場企業の9割超が社外取締役を設けており、あえて義務付ける必要はないとの見方もある。

WSJ, Three, Four, Five? How Many Board Seats Are Too Many?

Directors at public companies spend an average of 248 hours a year for each board served, up from nearly 191 hours in 2005, according to surveys by the National Association of Corporate Directors. The tallies cover tasks such as attending meetings, travel and chats with management. “It’s more of a job now,” observed Peter Gleason, the association’s president.