In a recent decision stemming from the private merger transaction of Dell, Inc., the Delaware Court of Chancery ruled that certain shareholders lost their appraisal rights due to technical changes in the way their shares were held by their custodian banks. Under Delaware law, for a shareholder to preserve its appraisal rights, the "holder of record" (not the beneficial owner) must continuously hold the shares through the effective date of the merger. The court found that under Delaware law, the holder of record is the person "appearing on the corporate records as the owner of stock," and that

SEC Commissioner Luis A. Aguilar discussed the potential benefits of shortening the securities settlement cycle for the secondary securities market from three days to two days. According to Commissioner Aguilar, benefits of shortening the settlement cycle include: (i) mitigating counterparty and other risks, (ii) lowering margin requirements for clearing agency members, (iii) reducing pro-cyclical margin and liquidity demands (especially during periods of market volatility) and (iv) bringing U.S. settlement procedures more in line with global standards. The Commissioner noted that although

In a statement issued on the anniversary of Dodd-Frank, Chair Mary Jo White outlined the SEC's abiding progress in addressing most of the legislation's mandatory rulemaking provisions. The principal SEC rulemakings and proposals outlined by Chair White included the following: (i) those that provide for greater SEC oversight of hedge fund advisers and other private fund advisers; (ii) the finalization of the Volcker Rule's restrictions on proprietary trading and investments by banks; (iii) comprehensive reforms to the governance and management of the credit rating agencies; (iv) the adoption of

In an editorial published in The Hill, SIFMA CEO and President Kenneth E. Bentsen argued that the DOL's "best-interest proposal" for financial advisers could limit American citizens' investment choices and prevent them from accessing the advice they need in order to save for retirement. S ee: Mr. Bentsen's Statement. Related news: ACLI Criticizes DOL's Proposed Fiduciary Rule (June 30, 2015); U.S. Department of Labor Issues Proposed Rule Regarding Fiduciary Definition (April 14, 2015).

In a recent response to a request for comments by FINRA, SIFMA expressed its "strong support" for the regulatory authority's "Proposal to Amend Rules Governing Communications with the Public." In its response, SIFMA suggested that FINRA (i) continue to review its rulebook and interpretations, (ii) solicit firm-member feedback on the function, operation and purpose of FINRA's rules and interpretations and (iii) make additional amendments to Regulatory Notice 15-16 ("Communications with the Public") to lower the costs for compliance with the rules. SIFMA also commended FINRA for "undertaking [a]