RKCA Investment Banking的动态

Case Summary: Re Walker 2024 CIRO 43 A recent CIRO decision highlights the importance of investor protection and the integrity of capital markets in determining penalties following misconduct by financial professionals. The case also highlights the ethical minefield that side businesses can pose for professionals. Key Misconduct Unapproved Securities Business (2010-2014): The Respondent recommended, sold, or facilitated the sale of shares and debentures of a company he incorporated, without the approval or through the facilities of his Dealer Member. This violated Mutual Fund Dealer Rules 1.1.1, 2.1.1, and 1.1.2. Conflict of Interest (2010-2014): The Respondent solicited and received money from clients for purchasing shares in his company, creating a conflict of interest that was not disclosed or properly managed. This contravened Mutual Fund Dealer Rules 2.1.4(2), 2.1.1, and 1.1.2(b). Personal Financial Dealings (2018-2021): The Respondent engaged in personal financial dealings with a client by soliciting and accepting a loan, which he failed to disclose, breaching the Mutual Fund Dealer Rules. Undisclosed Outside Business Activities (2010-2021): The Respondent was involved in multiple business activities without disclosing them to his Dealer Member or obtaining necessary approvals, violating several Mutual Fund Dealer Rules. The significant penalties imposed on the Respondent, including a fine of nearly $1.6 million and a permanent prohibition on carrying on ?securities related business at a registered mutual fund dealer, underscore the stringent measures taken by regulatory bodies to protect investors and maintain the integrity of the capital markets. #InvestorProtection #SecuritiesLegislation #RegulatoryCompliance #CapitalMarkets #CIRO #FinancialIntegrity

let's understand difference between sec 25 offer for sale & sec 28 offer of sale of companies act 2013 sec 25 where a co allots Or agrees to allot any securities of the company to any person with a view to all Or any of those securities being offered for sale, then any document by which the offer for sale to the public is made shall for all purpose be deemed to be prospectus issued by the company ?In aforementioned sec, the company allots Or agrees to allot any securities to any person(mostly it'll be MERCHANT BANKER/issue house) with mutual understanding between them that such shares will be finally offered to public by such MB & the document by which it is offered for sale to public will be considered deemed to be prospectus issued by CO ?following is one of the reason for doing as above-when any co doesn't have past goodwill & market value of the shares of such co is declining & if such co desires to come up with public issue- promoters& directors will be very well aware that in public issue co will not obtain 90% subscription also underwriters will not agree for underwriting as they know that majority percentage of subscription has to be taken by them; in such a case co will appoint merchant banker stating that co will do 100% allotment to MB by private placement through an agreement stating whenever the value of shares of the co increases (to a stable position ) then MB will offer such shares to public, provided as per sebi issue house will make such offer only after 1year of gap wherein MB WILL SEE whether co is growing in profitable manner or not all the rules of law as to sec 26 & liability in respect of mis-statement & omissions (relating to prospectus) shall also applicable to deemed prospectus + in addition to sec 26;two additional contents to be stated in deemed prospectus: a) after deduction of commission by MB, the net amount of consideration to be received by co b) time & place at which inspection of the contract under which securities are allotted can be done SECTION 28-OFFER OF SALE ?where certain members (existing shareholders-may/may not be promoters) whether individuals or bodies corporate or both;propose their shares to offer to public & authorize the Bod for further issuance to public following are not applicable to offer of sale: -minimum subscription (as it is not an issue but a transfer of shares from existing shareholders to public min applicable value any statement to be made by board in respect of Utilization of money #SUMMARY U/S 25;issuer co allots the shares to issue house/MB with mutual understanding that such shares will be ultimately offered for sale to public whereas there will no such mutual understanding U/S 28 btw co & offerors U/S 25 initiative is taken by co(bod) for offer for sale, whereas U/s 25 initiative is taken by existing sh U/s 25 entire exp borne by co &entire money is received by co, U/s 28 co will reimburse exp from offerors,money received by offerors #company law #LAW

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Attention Creditors!??Remember George Costanza's infamous "double dip" incident from '93? Well, it's not just a party foul anymore - it's happening in finance! Within liability management, "double dip" transactions could enable creditors to secure bankruptcy claims at double the value of their investments. What impact could this have on the integrity of your current investments? Dive into our latest report, where we break down the complex world of indentures and reveal if a company can legally "double dip" at your expense. Protect your claims from potential dilution!?? ?? Gain valuable insights by reading the full report here: https://hubs.li/Q02vRZM90 Interested in learning more? Reach out to us:?https://lnkd.in/gzR_fveA

???????? ?????????? ???????????? ???? ?? ?????????????? ???? ?????? ?????????? ???? ?????? ???? ?????? ????????????????????????? There are potentially some very undesirable outcomes... So the shares have now been inherited but: (a) the surviving shareholder(s) might like to purchase the shares of the deceased shareholder, but their next-of-kin or Personal Representatives may not wish to sell the shares back; (b) the widow/er of the deceased shareholder may want to exercise their shareholding and get involved in the running of the business. Conceivably they could now even own a majority shareholding. That person may have no business experience, no real knowledge of the company or be a ‘difficult’ personality. None of this may be acceptable to the surviving shareholder(s) who can do nothing about it. There have certainly been instances where such an involvement has caused many problems for the business concerned. (c) the surviving shareholder(s) may refuse to buy back the shares. The next-of-kin of the deceased shareholder may have been counting on turning those shares into cash. Instead, they may be left holding shares that are not capable of sale and so lose that part of their intended inheritance. ?????? ???????????????? ????: ?? ??????????-???????????? ?????????????????? This is a simple contract between shareholders in a company that gives the surviving shareholder(s) an option to buy back the shares of an unwell or deceased shareholder. It contains a corresponding option that gives the next-of-kin the ability to force the surviving shareholder(s) to buy back the shares and thus turn paper shares into real money. These corresponding or crossing ‘options’ give the document its name. A secondary problem in this scenario is that the surviving shareholder(s) may not have access to sufficient funds to buy back the shares when called upon to do so. This can be planned for by each shareholder taking out insurance on the life of the other, or the company taking out insurance on the lives of the shareholders. This would usually be arranged by an Independent Financial Adviser. These are risks to be avoided! We can help.

While others were looking at new technologies, litigators at Bernstein Litowitz Berger & Grossmann highlighted a growing trend within traditional banking spaces that they expect to gain speed over the next year, consumer lawsuits against bank cash sweep programs. Nearly every major bank offers such a program, which allows participants to have their uninvested funds automatically swept into interest-bearing accounts. Over the past few years, the SEC has investigated how banks are managing their programs, and now private litigation is rolling down the pipeline. Bank of America, JPMorgan Chase and Wells Fargo are all facing legal heat from clients who allege that they’re being paid interest rates that are significantly lower than what the banks are making on their cash. John Rizio-Hamilton, the co-head of Bernstein Litowitz’s Securities Litigation Department, expects the lawsuits to keep piling up. “These cases are really, by and large, just getting started,” he said. “The way that they play out over the next 12 to 18 months will be consequential.” His colleague, securities partner, Salvatore Graziano, is wondering what types of allegations will be enough to sufficiently allege an unreasonable interest rate. Beyond that, how do the courts resolve the question of reasonableness on the merits? he wondered. “The key issues are going to be, what are the best benchmark comparisons to judge the reasonableness of the interest rate that was paid, because the prevailing interest rates are way way above what these customers received,” he said. “Courts are going to have to figure out whether plaintiffs are entitled to the entire difference or just a little of the difference.” Full story from Alyssa Abigail Aquino: https://lnkd.in/e9kG9tjt

?? Regulatory Filings for the Haldiram and Blackstone Deal For a deal of this magnitude involving Haldiram and Blackstone, several regulatory filings and approvals are necessary both in the US and India to ensure compliance with legal and financial regulations. Here's a quick overview of the major requirements: In the US ?? Securities and Exchange Commission (SEC): Form 13D/G Filing: Required if Blackstone acquires more than 5% of Haldiram's shares. Form 8-K: Necessary for reporting significant changes if Haldiram has US reporting obligations. ?? Hart-Scott-Rodino (HSR) Antitrust Improvements Act: Pre-Merger Notification: Filing with the FTC and DOJ is required if the transaction meets certain size thresholds. ?? Committee on Foreign Investment in the United States (CFIUS): National Security Review: May be required if the transaction involves foreign investment in a US business. ?? Internal Revenue Service (IRS): Tax Filings and Compliance: Ensuring all necessary tax filings are made and structuring the transaction in a tax-efficient manner. In India ?? Securities and Exchange Board of India (SEBI): Regulatory Approval: Required for significant stake acquisitions in publicly listed companies or IPO plans. Takeover Code: Compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, is mandatory for triggering open offer requirements. ?? Competition Commission of India (CCI): Merger Control Filing: Necessary if the deal meets certain asset or turnover thresholds, involving merger notification and clearance. ?? Department for Promotion of Industry and Internal Trade (DPIIT): Foreign Investment Regulation: Approval required for investments in certain sectors, replacing the role of the abolished FIPB. ?? Reserve Bank of India (RBI): FEMA Compliance: Approval may be required to ensure compliance with the Foreign Exchange Management Act regarding inbound and outbound investments. ?? Ministry of Corporate Affairs (MCA): Corporate Filings: Necessary filings with the Registrar of Companies (RoC) under the Companies Act, 2013, such as changes in shareholding and board structure. Cross-Border Compliance ?? Anti-Money Laundering (AML) and Know Your Customer (KYC) Regulations: Compliance with AML and KYC regulations is essential to prevent financial crimes and ensure the legitimacy of the transaction. ?? Due Diligence and Disclosure: Comprehensive due diligence is required to assess all legal, financial, and operational aspects. Full disclosure of material information to stakeholders is crucial for regulatory compliance. These filings and approvals are crucial for ensuring that the Haldiram and Blackstone deal complies with all applicable laws and regulations in both jurisdictions, maintaining transparency and preventing legal issues post-transaction. #Haldiram #Blackstone #RegulatoryCompliance #InvestmentDeal #BusinessRegulations #SEBI #CCI #RBI #SEC #HSR #CFIUS #CorporateFilings #DueDiligence #AML #KYC #IndiaBusiness #USBusiness

Intangible assets may be notoriously more difficult to value than their tangible brethren, but experts have multiple tools to appraise their worth. We answer this question and more in Financing Innovation Through Insurance, written by Transaction Liability’s, Jason Sandler. Part One of the article is a deep dive into the nature of IP and historical difficulties in financing innovation. This week we are highlighting Part Two, which examines a variety of approaches to identifying and understanding the value of IP. Read the full article here: https://lnkd.in/gNV4N-V6

Day 51/100 Dematerialisation vs Rematerialisations Dematerialisation :- Dematerialisation was started around the year 1996. Before 1996, if we invested in any company, we would get a piece of paper (share certificate).Or a paper on which the company's information and the number of shares of the company are written. So that we have proof of our stake in the company . And whenever we had to sell shares, we used to go to the office and submit those papers and whatever the share price was, we were given that much money but it took time . Then this process was changed by SEBI (Securities Exchange Board of India) and dematerialisation was introduced .Dematerialisation is also called demat. In this process, we go to the NSE (National Security Exchange) office and get the old paper, on which the number of shares of the company is written, transferred to demat. After transfer, we can see the shares of that company in our demat account and can sell them whenever we want when the market is open. After dematerialisation, our shares appear in demat but they are actually deposited with NSDL (National Securities Depository Limited) or CDSL (Central Depository Services India Limited). They are kept in NSDL or CDSL so that if the broker through whom we have opened a demat account runs away, then the shares we have purchased remain safe. The need for dematerialisation :- 1. To stop fake certificates 2. One always had to go to the office to buy and sell 3. Risk of paper tearing or twisting 4. Buying and selling took more time 5. fear of certificate theft Benefits of dematerialisation :- 1. work from home using mobile 2. Quick buy and sell 3. Frauds have reduced 4. the cost has reduced 5. Early news and benefits of corporate actions like right issues, bonus shares, dividends, etc. Rematerialisations :- Rematerialisations is the opposite of Dematerialisation. This Here we transfer the shares kept in demat into certificate. Due to which the shares available in our demat now come on paper and no shares remain in the demat . The need for Rematerialisation :- 1. Share certificate is required in case of legal proceedings 2. To avoid technical problems 3. Older generation people trust the certificate Advantages of Rematerialisations 1. Ease of distributing share certificates at will 2. Legal certificate of ownership 3. Get rid of demat fees 4. Demat account is not required for buying and selling #demet #Dematerialisation #Rematerialisations #physical #physicalshare #digital #digitalshare #demetshare #investing #investment #sharecertificate #motilal #oswal #mutualfund #fundmanager #stockcertificate #sharemarket #share #NSE #BSE #CDSL #NSDL #SEBI #