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.

Can Delaware Be Dethroned?

Delaware is the state of incorporation for almost two-thirds of the Fortune 500 companies, as well as more than half of all companies listed on the New York Stock Exchange, NASDAQ, and other major stock exchanges. This gives Delaware a seemingly unchallengeable position as the dominant producer of US corporate law. In recent years, however, some observers have suggested that Delaware’s competitive position is eroding. Other states have long tried to chip away at Delaware’s position, and recent Delaware legal developments may have strengthened the case for incorporating outside Delaware. More important, however, the federal government increasingly is preempting corporate governance law. The contributors to this volume are leading academics and practitioners with decades of experience in Delaware corporate law. They bring together a variety of perspectives that collectively provide the reader with a broad understanding of how Delaware achieved its dominant position and the threats it faces.

日本経済新聞「投信、高成長・長期にシフト 17年2.7兆円流入 毎月分配、資金流出に」(2018年1月11日)

 一方、投信市場でこの10年ほど主役だった「毎月分配型」は苦境が著しい。分配金が生活費の足しになると高齢層の需要をつかんだが、金融庁が元本を取り崩す過度な分配を問題視し状況は一変。運用成績が振るわず減配に動く大型投信も相次いだ。三菱アセット・ブレインズによると17年の資金流出額は11月までで9139億円と1998年以降で最大だった。

Wall Street Journal, ‘Fiduciary Rule’ Poised for Second Life Under Trump Administration, Jan. 10, 2018

The Securities and Exchange Commission is accelerating work on its own version of the “fiduciary rule,” a regulation issued by the Labor Department that put restraints on brokers handling retirement accounts. The SEC’s effort would affect all brokerage accounts-not just those for retirement funds-and could ban brokers from calling themselves financial advisers unless they accept a strict duty of loyalty to clients.