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Corporate Counseling & Governance

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For companies that trade in the U.S. securities markets, one of the many public policy questions arising from the recent change in Administration is how President Trump’s promise to engage in significant deregulation will affect the Securities and Exchange Commission’s disclosure requirements. Some answers are beginning to emerge. During the past several weeks, Congress and the President have invalidated one controversial SEC disclosure rule, and the SEC has announced that two others are under reconsideration. Legislation is reportedly being drafted to scale back a fourth requirement.

(with contribution from Chloe Choo, chambering pupil at Wong & Partners, member firm of  Baker & McKenzie International.)

Introduction

On January 19, 2017, the Malaysian Securities Commission (SC) announced amendments to its Equity Guidelines, Prospectus Guidelines and Asset Valuation Guidelines to introduce a new framework for the listing of mineral, oil and gas (MOG) corporations on the Main Market of Bursa Malaysia, particularly those engaged  in the exploration or extraction of MOG resources. The amendments were made following the receipt of feedback from investors, industry experts and a public consultation on its proposal to introduce the framework.

The framework is intended to expand opportunities for MOG businesses to enter the equity market and will take effect from March 20, 2017. It covers listings of MOG corporations either directly through initial public offerings, indirectly through acquisition by listed companies, or a qualifying acquisition by special purpose acquisition companies.

On 29 November 2016, the Market Misconduct Tribunal (MMT) issued a report finding that AcrossAsia Limited (AAL), its former Chairman and Independent Non-Executive Director (Cheok), and its Chief Executive Officer and Executive Director (Ang) breached the disclosure obligations under the Securities and Futures Ordinance (the SFO) by failing to disclose inside information as soon as reasonably practicable. This is the first concluded MMT case dealing with breaches of the disclosure obligations since it came into…

You’re a young portfolio manager looking to make a splash. You notice an undervalued U.S. public company that could be poised for growth. You want to buy a minority stake in the company and engage in a dialogue with management to improve performance. You don’t have to make any filings with the U.S. government, right? Unfortunately, you might.

In July, the U.S. Department of Justice announced a record-breaking USD11 million settlement with ValueAct Capital for its failure to make a Hart-Scott-Rodino filing for open market purchases in Halliburton and Baker Hughes because it did not qualify for the “investment only” exemption. Four days later the U.S. Securities and Exchange Commission staff issued guidance on whether greater than 5% shareholders can continue to report beneficial ownership on the short-form Schedule 13G, rather than the long-form Schedule 13D, even when the shareholder fails to qualify for the “investment only” HSR exemption.