SEC Adopts Modernized Framework for Fund Valuation Practices

On December 3, the SEC adopted Rule 2a-5 under the Investment Company Act of 1940, as amended. Under Rule 2a-5, determining fair value in good faith with respect to what a fund will require: (1) the periodic assessment and management of material risks associated with the determination of the fair value of the fund’s investments,

SEC Proposed Exemption Provides Regulatory Clarity For Unregistered Finders

On October 7, 2020, the Securities and Exchange Commission (SEC) voted to provide much needed clarity to the regulatory status of so-called “finders” who assist small businesses in raising capital. In a 3-to-2 vote, the SEC proposed a Finder exemption to the broker-dealer registration requirements of Section 15(a) of the Securities Exchange Act of 1934 to allow unregistered natural persons, referred to as finders, to engage in certain limited activities to assist issuers in raising capital from accredited investors.

Court Addresses Arbitration Provision in Connection With Post-Petition Debtor Contracts

In Woodbridge Wind-Down Entity v. Monsoon Blockchain Storage, the U.S. Bankruptcy Court for the District of Delaware (the “Court”) addressed the enforceability of an arbitration provision in connection with a post-petition contract entered into by the debtors and a non-debtor counterparty. The Court first concluded that Paragraph 22(B) did provide for the arbitration of disputes under the APA. However, the Court then found that the Addendum represented the parties’ actual intent and that its language controlled. In light of the Addendum’s unambiguous language, the Court concluded that the parties did not agree to arbitrate claims under the APA.

The Antitrust Legacy of Justice Ruth Bader Ginsburg

Ruth Bader Ginsburg was a trailblazer on so many fronts. Her well-earned nickname “notorious RBG” is usually synonymous with gender equality, civil rights, and equal justice under the law. Her mark on the law is certainly indelible, and what she stood for as the second female Justice on the Court, (one who was deemed unworthy of any law firm job despite graduating first in her class from Columbia Law School) maybe even more so. But one area of the law in which her opinions in a most prolific career are rare, is that of antitrust.

SEC Expands the Definition of Accredited Investor

SEC rules governing accredited investors are designed to protect individual investors from risks that could result from the lack of regulatory oversight associated with unregistered private securities offerings. By expanding the definition of “accredited investor,” the SEC has provided more investors with the opportunity to access alternative investments and given companies, private-equity firms, and hedge funds access to a larger pool of investors.

SEC Adopts Amendments to Regulation S-K Items 101, 103, and 105

Under the rule amendments, the SEC significantly revised public company business disclosure rules for the first time in more than 30 years. The amendments were crafted from a proposed rule released in August 2019 that was part of a comprehensive review by the SEC of the disclosure requirements per a study mandated by the JOBS Act.

10-Q&A Episode 3: Interview of Professor Jon Smollen, Executive Director of the Temple Law Center for Compliance and Ethics

Andrew LeDonne (LAW ’21) interviews Jon Smollen, Director of the Temple Law Center for Compliance and Ethics

Interviewer:
Andrew Ledonne (LAW ’21)

Guest:
Jon Smollen
Practice Professor of Law, Executive Director
Center for Compliance and Ethics
Temple University Beasley School of Law

Senate Bill Looks to Boost Electric Grid Cybersecurity

Powerlines

The Senate Energy Committee recently passed the Protecting Resources On The Electric Grid with Cybersecurity Technology Act (the “PROTECT Act”). As a result of the PROTECT Act, electric utility companies will receive incentives from the federal government to boost their cybersecurity technology. Temple Law alum Alan M. Seltzer (LAW ’78) provides some context for the passage of the PROTECT Act.

Pennsylvania Federal Court Holds Insurer Can’t Use Insured’s Admission to Withdraw Defense

It has long been the rule, under Pennsylvania law, that an insurer’s duty to defend is determined “solely” by the allegations in the “four corners” of the complaint against the insured. Kvaerner Metals Div. of Kvaerner U.S., Inc. v. Commercial Union Ins. Co., 908 A.2d 888, 896 (Pa. 2006). A corollary of that rule —