TheCorporateCounsel.net

They’re doing it again! Just like in 2013, some companies are receiving letters from the St. Petersburg Stock Exchange stating that they have been admitted into the non-quotation section of the list of securities admitted to regular trading of the exchange. This is happening without the company’s consent!

If you go to this page and scroll down, you will see many well-known – and non-Russian – NYSE/Nasdaq companies included on the list. Look to the far right column – those are the dates that companies are effectively listed (a bunch became effective yesterday).

According to the letter that companies are now receiving, the admission of the securities into the non-quotation section of the list does not impose any obligations on the company. Specifically, the company is not required to disclose information and perform any other obligations under the Russian securities and insider trading legislation.

Remember that back in 2013, as noted in this blog, a number of companies responded to those original letters and requested that their securities not be admitted to trading on the Exchange – and the Exchange generally did not proceed with the admissions.

But then the Russian securities laws were amended in July 2014 to relieve foreign issuers from Russian reporting & disclosure obligations with the listing of their securities and allowing the Exchange to proceed with the listing without a company’s consent. Since then, the Exchange has been actively admitting foreign securities to the “non-quotation section” of the list of securities admitted to trading – but it’s really picking up steam now. So far, it appears that attempts by companies to cease the listings have been unsuccessful. Thanks to Brian Breheny & Justin Kisner of Skadden for their help on this!

FCPA: JPMorgan Chase Pays $264 Million!

Yesterday, as noted in this DealBook article, it was announced that JPMorgan Chase agreed to pay more than $264 million in FCPA sanctions resulting from the firm’s referral hiring practices – the regulatory breakdown is $130 million to settle SEC charges; $72 million to the DOJ and $61.9 million to the Federal Reserve…

Cybersecurity: NIST’s New Small Business Guidance

Following it’s widely-followed 2014 framework for larger companies, NIST has finally issued this 54 pages of cybersecurity guidance for small businesses. As noted in this press release, it’s designed for those companies with 500 employees or less. Check out the worksheets at the end…

– Broc Romanek