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On March 2, 2017, Snap Inc. (“Snap”) went public on the New York Stock Exchange (“NYSE”).[1] It was the most anticipated IPO in the tech industry since the Chinese E-commerce guru Alibaba went public on the NYSE three years ago.[2] The company’s flagship application, Snapchat, has been a popular name in the tech world, especially appealing to the younger population as the latest trend in social networking. The messaging application allows its users to share with friends’ personal photos, which are automatically deleted after a specified brief amount of time upon posting. This feature, combined with Snap’s emphasis on enhancing…
On February 7, the Office of Compliance Inspections and Examinations (“OCIE”) of the U.S. Securities and Exchange Commission (“SEC”) published a Risk Alert highlighting the “five compliance topics most frequently identified in deficiency letters that were sent to SEC-registered investment advisers” in a sample of over 1,000 examinations during the past two years.[1] OCIE functions as the “eyes and ears” of the SEC and is grounded on “Four Pillars:” (1) improving compliance, (2) preventing fraud, (3) monitoring risk, and (4) informing policy.[2] The key takeaway according to the SEC is that “advisers should review their compliance programs and practices in…
The United States government has imposed economic sanctions programs on Iran since 1979, following the seizure of the U.S. Embassy in Tehran.[1] Until recently, the Iran Sanctions Act of 1996 (ISA) and its amendments were the primary forces restricting business between the U.S. and Iran.[2] The restrictive measures focused particularly on prohibiting the U.S. from investing in Iran’s petroleum industry, aiming to control Iranian nuclear behavior by targeting the nation’s massive energy resources. However, the strict sanctions regime effectively prohibited all U.S. investments in Iran, any Iranian access to the U.S. banking system, and any commercial transactions between the U.S.…
The Office of Compliance Inspections and Examinations (“OCIE”) at the Securities and Exchange Commission (“SEC”) recently published their 2017 examination priorities.[1] OCIE functions as the “eyes and ears” of the SEC and conducts examinations of regulated entities to “promote compliance, prevent fraud, identify risk, and inform (SEC) policy.”[2] The 2017 examination priorities focus on three thematic areas: (i) examining matters of importance to retail investors, (ii) focusing on risks specific to elderly and retiring investors, and (iii) assessing market-wide risks. Several of the priority areas are carryovers from the 2016 examination priority letter[3] meaning that these will continue to be…
On November 10, 2016 Fordham University’s School of Law’s Corporate Law Center, in partnership with Morgan, Lewis & Bockius LLP, hosted its 17th Annual A.A. Sommer, Jr. Lecture on Corporate, Securities and Financial Law. This year’s lecture was titled “SEC – Don’t Throw Away Your Shot! A Renewed Call for a Uniform Fiduciary Standard to Protect Individual Investors,” and was led by Ira D. Hammerman, Executive Vice President and General Counsel for the Securities Industry and Financial Markets Association (SIFMA). As Mr. Hammerman will tell you, the title of the lecture is homage to the recent Broadway smash hit, “Hamilton,”…
The idea of a tontine is eponymously derived from a proposal made by Lorenzo de Tonti to the French court, via Cardinal Mazarin, in 1653. In all the standard financial histories, this is the first appearance of the idea. I took it as gospel in my article in FJCFL in 2009[1]. However, I recently learned it has apparently long been known among historians in Portugal that a revenue scheme organized as a tontine was proposed by a Nicolas Bourey to the Senado de Lisboa in 1641. The text of this proposal is in the Colleccao Pombalina papers in in Biblioteca Nacional…
The judge-made law of insider trading is back before the U.S. Supreme Court with far-reaching implications for both federal prosecutors and Wall Street traders. On October 5th, the Supreme Court heard oral arguments in a highly anticipated case, Salman v. United States,[1] centering on the question of tipping inside information as gifts. This case was brought forth two decades after the seminal case Dirks v. SEC.[2] Salman presents the question of what kind of benefit a source of inside information must receive to violate the law when passing such information on to a stock trader. According to prosecutors, a Chicago…
The Fordham Journal of Corporate and Financial Law held its annual symposium titled, “Political Corruption: Afflicting America and Affairs Abroad” on October 21, 2016. Zachary Brez of Ropes & Gray, Michael J. Cohn of Fortress Investment Group, Professor Sean J. Griffith of Fordham University School of Law, Professor Susan Rose-Ackerman of Yale University, and Timothy Treanor of Sidley Austin came together to address the immense and odious problem affecting our global economy today – political corruption. Defined as the use of power by government officials for private gain, political corruption has a tremendous effect on individuals, businesses, and local economies…
On June 24, 2016, citizens of the United Kingdom voted to leave the European Union in a move that has been termed “Brexit.” The referendum has affected and continues to affect not only the British economy, but also financial markets globally. In the wake of the Brexit vote, investors have looked to channel their capital into what are considered “safe haven” assets. One such asset is a U.S. Treasury bond. In fact, the demand for U.S. Treasury bonds was so high in the days following the vote that the price of those bonds set an unprecedented record. Immediately after the…