EU Market Abuse Regulation – Implications for Non-European Debt Issuers

Posted in Corporate & Securities

The Market Abuse Regulation (596/2014/EU) (MAR) came into force July 3, 2016 and is directly applicable in all EU Member States. MAR replaced the market abuse directive previously implemented (with many variations) in the national laws of each EU Member State.

MAR, amongst other changes, extends the prohibition on insider dealing, unlawful disclosure of inside information and market manipulation, and the procedural requirements for controlling inside information, to issuers whose securities have been admitted to trading on multilateral trading facilities (MTF), such as the Luxembourg Stock Exchange’s Euro MTF, the London Stock Exchange’s Professional Securities Market and the Irish Stock Exchange’s Global Exchange Market (GEM); EU organised trading facilities (OTF); as well as to financial instruments whose price or value depends on or has an effect on securities traded on an EU regulated market, an EU MTF or an EU OTF (financial instruments traded on OTFs will only be covered once MiFID II, the new EU Markets in Financial Instruments Directive, comes into effect, currently expected to be 3 January 2018).

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The Building Blocks of an Effective AML Compliance Program

Posted in AML, Casinos

A Q&A with Mark Clayton and Carl A. Fornaris, gaming attorneys, Greenberg Traurig LLP

GGB: What are the basics of an effective AML compliance program?

Fornaris: It consists of four key “pillars:” internal controls, such as policies and procedures; a compliance officer; employee training; and an annual independent audit that tests the effectiveness of the AML compliance program. At the heart of the compliance program is the ability to monitor for suspicious transactions and, as appropriate, to report suspicious transactions to regulatory authorities. Enforcement actions against casinos typically result because of the existence of systemic breakdowns in one or more of these pillars.

Clayton: It’s a comprehensive program that is risk-based, meaning the requirements of the program are designed to reasonably detect potential money laundering based on the risk the particular casino could be used for money laundering. A small regional casino with slot machines and a few low-dollar table games is much different than a high-end casino on Las Vegas Boulevard. The two programs would be vastly different, as the risks of money laundering are vastly different.

To access the full article, please click here: “Casinos & Money Laundering: An Industry Scorecard” (Global Gaming Business Magazine, February 2017)

Greenberg Traurig Attorneys Spoke at the FIBA Anti-Money Laundering Compliance Conference

Posted in Cybersecurity, Events, Gaming

Greenberg Traurig was a proud sponsor and participant at the FIBA (Florida International Bankers Association) Anti-Money Laundering Compliance Conference on March 6 – 8 at the InterContinental Miami. Rudolph W. Giuliani, chair of the firm’s Cybersecurity, Privacy and Crisis Management Practice and former New York City Mayor, delivered the keynote address on how the 2016 elections impact regulatory reform. Greenberg Traurig’s Mark Clayton and Carl Fornaris  also spoke at the conference.

Mark Clayton, co-chair of the firm’s Global Gaming Practice spoke on the panel, “Compliance Standards for Casinos and Money Service Businesses” on March 7 from 11:25 a.m. – 12:40 p.m. Carl Fornaris, co-chair of the firm’s Financial Regulatory and Compliance Practice moderated the panel, “Lessons Learned from the U.S. Treasury Department’s Recent Enforcement Actions Against Financial Institutions in the Region” on March 8 from 4:15 p.m. – 5:30 p.m.


Rudolph W. Giuliani speaking at the conference.


Rudolph W. Giuliani and Carl Fornaris.


Rudolph W. Giuliani and Carl Fornaris with the President and CEO of FIBA, David Schwartz.

Philadelphia Becomes the First City to Prohibit Employers from Asking Applicants About Salary History

Posted in Labor & Employment

Employers who just last year revised their application forms to eliminate initial questions about past arrests and convictions, now have to revise them again to remove questions regarding current and past salary. On Jan. 23, 2017, Philadelphia’s mayor signed a wage equity ordinance (the Ordinance) which prohibits, among other things, employers from asking job applicants about prior wages or wage history. The goal of the law is to address the gender pay gap, as the Ordinance asserts that women workers in Pennsylvania earn 79 cents for every dollar a man earns.  Although Massachusetts has passed similar legislation that prohibits inquiries into a job applicant’s wage history, Philadelphia is the first city to do so. The law is slated to go into effect on May 23, 2017.

The Wage Equity Law

Prohibitions and Definitions

The Ordinance, which amends Philadelphia’s Fair Practice Ordinance, principally prohibits employers from relying on an applicant’s wage history to determine “the wages for such individual of any stage in the employment process.” It defines “employer” as “any person who does business in the City of Philadelphia through employees or who employs one or more employees exclusive of parents, spouse, life partner or children, including public agency or authority; any agency, authority or other instrumentality of the Commonwealth; and the City, its departments, boards and commissions.” To “inquire” means “to ask a job applicant in writing or otherwise.” The term “wages” is broadly defined to include wages, commissions, and fringe benefits.

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GT Insights for Public Companies

Posted in Corporate & Securities, federal trade commission, SEC


SEC Revisits Pay-Ratio and Conflict Minerals Reporting

Last week, the acting chair of the SEC, Michael Piwowar, reopened for public comment the Dodd-Frank pay-ratio rule, which mandates that companies disclose median worker pay and compare it with CEO compensation. The order comes only one week after Piwowar directed the SEC staff to reconsider its conflict minerals rule, which requires companies to report their use of minerals from certain war-torn regions.

Despite these orders, the SEC currently has not adopted any changes or new guidance with regard to these rules. As such, companies should still be preparing to make pay-ratio disclosures in 2018 (based on this year’s pay), and if applicable, continue to comply with their current conflict minerals obligations.

President Trump’s pick to chair the SEC, Jay Clayton, is still awaiting confirmation.

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Coming Soon to a Worksite Near You: Site Visits and Form I-9 Audits

Posted in GT Alert, Immigration

As part of its stated goal to protect the U.S. worker, President Trump’s administration will be increasing worksite enforcement activities. This likely means that there will be more site visits of companies utilizing visa programs and more Form I-9 audits of all employers.

Site visits are handled by the Fraud Detection and National Security (FDNS) division of U.S. Citizenship and Immigration Services (USCIS). FDNS officers visit worksites unannounced and speak with employers and visa holders about the conditions of employment. If the FDNS officers discover information that is inconsistent with the visa petition being reviewed, the visit may result in USCIS issuing a Notice of Intent to Revoke the visa petition and the visa holder may need to leave the United States.

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ICE VOX Holds Panel on the Role of Regulation in Creating a Healthy Gaming Market

Posted in Events, Gaming

On Feb. 7, ICE VOX in association with the International Association of Gaming Advisers held their World Regulatory Briefing in London. The event included a panel entitled “Talking Heads: What is the Perfect Regulatory Eco-System That Promotes Healthy Markets, Player Protection and Integrity for the Industry.” This panel served as part of an ongoing discussion of the role of regulation in creating and maintaining gaming markets across the world.

The panel was moderated by Ewa Bakun, Head of Gaming Content at Clarion Events, and included Ohio State Senator William Coley; Marja Appelman, CEO of the Netherlands Gaming Authority; Richard Schuetz, Executive Director of the Bermuda Casino Gaming Commission; Alan Dunch, Chairman of the Bermuda Casino Gaming Commission, Charles Coppolani, Chairman of Arjel; and Harrie Temmink, Deputy Head of the Online and Postal Unit at DG Internal Market and Services, European Commission.

Moderator Ewa Bakun asked each participant to discuss how their jurisdiction balances consumer protection with fostering a successful industry. Marja Appelman explained that the Netherlands Gaming Authority is focused on getting all stakeholders in the gaming industry to work together to take responsibility for the successful regulation of the industry. One emerging area of concern is stalled legislation regulating online gaming.

Charles Coppolani, representing France, thought that most countries regulate from a position of suspicion, but believes that the health of the market must be a central goal of regulation because, if the industry does not remain healthy, the populous will find entertainment elsewhere.

Richard Schuetz described how regulation developed in the United States alongside the growth of Las Vegas. In the 50s and 60s, the purpose of regulation was to protect and sustain the industry. American policymakers found that to increase investment, employment, and overall success, they needed to ensure that the gaming business was reputable and that the bankrolls of industry participants were protected.

As a legislator, Senator William Coley argued that regulation comes down to math. While consumers think of gaming as chance, the industry creates plenty of solid data that regulators can use to run cost-benefit analyses on proposed pieces of regulation, helping to balance the needs of the industry and the public.

Alan Dunch, discussing Bermuda, felt that the principal driver of the gaming industry was the quality of the tourism product, which encourages foreign investment and drives employment. The jurisdiction’s gaming commission focuses on finding good operators capable of drawing people to the islands.

Harrie Temmink explained that as a super-national organization, the European Commission’s goal is to build trust and cooperation among the regulators, allowing them to build a strong and seamless regulatory framework where the health of the players is the first priority and tourism comes second. Temmink also stressed the importance of skilled and robust legal supervision, explaining that resources for supervision are often lacking.

When Bakun asked the panelists to describe how they interact with the industry, Schuetz explained that he learned more about the industry and regulators from being in the industry than he has by regulating it. He believes that regulators who are from the industry and understand its day-to-day workings are in the best position to solve problems. Dunch confirmed this, explaining that regulators who come from outside don’t know what they don’t know and have to rely on insiders to learn.

Appelman believes that being a good regulator is essential, even if the industry views you as being strict, while Coppolani said that he sees himself not as the regulator of the industry, but a regulator of the market, and that the market includes the consumer.

Senator Coley stressed that when the industry is honest with regulators and gives them true projections, the regulators can make better decisions and the industry benefits from more appropriate regulation.

Seven Privacy Tips & Recent Developments in Honor of Privacy Day

Posted in Cybersecurity, GT Alert

To celebrate Privacy Day (Jan. 28), here are updates on selected recent developments in cybersecurity and data privacy, as well as some tips on the use of personal information.

1. Internet of Things – Security by Design

Devices connected to the internet (“IoT devices”) often have access to critical and highly personal information about their users. Security vulnerabilities or deficiencies can cause the unauthorized disclosure or modification of highly sensitive information collected by an IoT device. Recent events have also demonstrated that IoT devices can be turned into a conduit for harmful attacks on other equipment connected to the internet. These deficiencies are receiving attention from consumer protection agencies and class action litigators.

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Greenberg Traurig’s Koji Ishikawa Authors Japan Gaming Article for Global Gaming Magazine

Posted in Casinos

An overview of the new casino gaming law in Japan

“In late December, the Act Concerning Promotion of Development of Integrated Resort Areas (the IR Act) was passed into law by the Japanese National Diet (parliament). With passage of the IR Act, Japan has introduced the legalization of limited casino gaming in the form of integrated resorts (IRs), and abandoned its long-held comprehensive ban on casinos.”

To access the full article, please click here: “Turning Japanese” (Global Gaming Business Magazine, January 2017)

Greenberg Traurig’s Ryo Takizawa Quoted in Inside Asian Gaming

Posted in Casinos

“Optimism blossomed when Liberal Democratic Party Prime Minister Shinzo Abe, a casino supporter, returned to power in December 2012. He did so with a lower house majority but a coalition Japan’s Prime Minister Shinzo Abe partner, Komeito, that strongly opposes casinos. Integrated resort development was subsequently proposed as a perfect complement to the 2020 Tokyo Olympics, leading to the late 2013 introduction of casino legislation that went nowhere.

Since then, Greenberg Traurig Tokyo Associate Ryo Takizawa says, ‘There has been a shift in focus from IR development for the purpose of the 2020 Olympics to a focus on attracting foreign tourists to Japan on an enduring basis into the future. It is generally understood that now is the proper timing to get IRs up and running without a major time gap following the 2020 Olympics.’”

To access the full article, please click here: “Japan Rolls the Dice” (Inside Asian Gaming, January 2017)