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Does SEC Independence Mean A Lack Of Accountability?

Earlier this week, Broc Romanek highlighted a recent panegyric on SEC independence given by SEC Chairwoman Mary Jo White. Independent agencies are the platypodes of the federal government. Many are inclined to view...more

10/23/2013 - Compliance Dodd-Frank Enforcement JOBS Act Mary Jo White Resource Extraction Rule 506 Offerings SEC

If One Bad Actor SpoilsThe Whole Barrel, What’s An Issuer To Do?

The Jackson Five had it wrong. Under the SEC’s recently adopted Rule 506(d), one bad actor can spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However,...more

10/2/2013 - Bad Actors Dodd-Frank Investors Issuers Regulation D Rule 506 Offerings SEC

Differing Perspectives On The SEC’s Proposed CEO Pay Ratio Rule And Who Speaks For CalPERS?

Last Wednesday, a divided Securities and Exchange Commission issued proposed amendments to Item 402 of Regulation S-K. Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act required the SEC to amend...more

9/25/2013 - CalPERS CEOs Dodd-Frank Executive Compensation Pay Ratio Regulation S-K SEC Transparency

California Court Of Appeal Affirms Dismissal Of Say-On-Pay Suit

Yesterday, a panel of the California Court of Appeal added to the growing list of opinions rejecting suits triggered by failed say-on-pay votes. Some may be surprised that this case, which involves a Delaware corporation,...more

9/18/2013 - Dismissals Dodd-Frank Executive Compensation Federal Jurisdiction Say-on-Pay

Congress Wants To Ban Felons While California Doesn’t Want To Ask

This week, the Securities and Exchange Commission’s “bad actor” rule amendments take effect. These rule amendments implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act which is entitled...more

9/16/2013 - Bad Actors Compliance Dodd-Frank Felons Regulation D SEC

All The World’s A Stage, But The SEC Isn’t Allowing All Actors To Play Upon It

Every Rule Must Play It’s Part, But This Part Is A Sad One - There is much to dislike in the SEC’s recent “bad actor” rule amendments. While Congress conceived the idea of disqualifying bad actors (Section 926 of the...more

8/16/2013 - Advertising Bad Actors Dodd-Frank General Solicitation Private Placements Regulation D Rule 144A Rule 506 Offerings SEC Section 926

Ninth Circuit Says Say-On-Pay Suit Should Stay In California Court

In enacting the Dodd-Frank Act, Congress made it clear to everyone, other than the plaintiffs’ bar, that say-on-pay votes were advisory only, did not create or imply any change in fiduciary duties of directors, or create or...more

8/2/2013 - Directors Dodd-Frank Fiduciary Duty Say-on-Pay

Court Rejects SEC’s Interpretation That All Exchange Act Reports Are Public

SEC Misreads The Dodd-Frank Act - Commenting on the SEC’s short-lived resource extraction rule, Professor Stephen Bainbridge recently posted: Can’t anybody at the SEC do basic cost benefit analysis? I hesitate to...more

7/8/2013 - Administrative Procedure Act Chevron v NRDC Dodd-Frank Public Disclosure Resource Extraction SEC Statutory Interpretation

Could The Product Of Two Debts Really Be A Fortune?

In 628 in the Gurjar capital city of Bhillamala (now, Bhinmal, India), the mathemetician Brahmagupta set out to explain how zero and negatives numbers work. In his book, Brahmasphutasiddhanta, he set forth the rule that the...more

1/30/2013 - Administrative Procedure Act Advertising Dodd-Frank General Solicitation JOBS Act SEC

SEC Faces A Swarm Of Legal Issues In Considering The Investor Advisory Committee’s Recommendations Concerning General Solicitation

The SEC’s Investor Advisory Committee held another meeting last week with Elisse B. Walter making her first public appearance as SEC Chairman. She and Commissioner Luis A. Aguilar had many kind words for the Committee’s...more

1/21/2013 - Dodd-Frank General Solicitation Investor Advisory Committee JOBS Act SEC

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