Securities Law

Timely Securities Law information: news & analysis from the lawyers, firms and professionals publishing on JD Supra.

FEATURED News

The S.E.C. is hiring 800 new employees … and they want to spend an evening with you
The Posse List

From the SEC: Tuesday, September 28, 2010: “An Evening with the SEC” You are cordially invited to attend a panel discussion and networking event at the Securities & Exchange Commission. This is an opportunity for you to hear from... more

New York State Amends Power of Attorney Law
Sheppard Mullin Richter & Hampton LLP
FINRA Proposes to Reinstitute Short Exempt Marking for Trade Reporting and OATS
Katten Muchin Rosenman LLP
Stay of Discovery Under PSLRA Does Not Apply During All Motions to Dismiss
Katten Muchin Rosenman LLP

	Latest Filings and Decisions
	SEC v. Wyly Insider Trading Complaint against Wyly Doug Cornelius The SEC brought a massive insider trading complaint against Samuel E. Wyly and Charles J. Wyly, Jr. of Dallas. They also charged their attorney Michael C. French of Dallas and their stockbroker Louis J. Schaufele III of Dallas for...... more
	Morrison v. National Australia Bank U.S. Supreme Court Opinion June 24, 2010 Santiago Cueto In Morrison v. National Australia Bank (08-1191), the Court affirms in an opinion by Justice Scalia. The vote is unanimous, but with two concurring opinions by Justice Breyer and by Justice Stevens, joined by Ginsburg. Justice...... more
	US v. Hoxie and Sebbag Criminal Complaint in Brazen Insider Trading Scheme Doug Cornelius The DOJ alleges Bonnie Jean Hoxie — an administrative assistant to a high-level Disney executive — and her boyfriend Yonni Sebbag sent anonymous letters in March 2010 to more than 20 hedge funds in the U.S. and Europe, offering to...... more

	Most Recent Articles
	Venture Perspectives - August 2010: Quarterly Review of Series A Financings and Series B and Later Round Financings: Second Quarter 2010 Foley Hoag LLP Included in this Issue: •New England Series A Deal Activity •New England Series B and Later Round Deal Activity •Size of New England Q2 2010 Series A Transactions by Industry •Size of New England Q2 2010 Series B Transactions...... more
	SEC Adopts Mandatory Proxy Access Rule for Shareholder Director Nominations -- Applicable for 2011 Proxy Season Sheppard Mullin Richter & Hampton LLP On August 25, 2010, the Securities and Exchange Commission voted 3-to-2 along party lines to adopt a controversial proxy access regime to facilitate shareholders’ ability to nominate a limited number of candidates for election as...... more
	Third Circuit Holds That Mixed Present/Future Statements Are Protected By Reform Act Safe Harbor Sheppard Mullin Richter & Hampton LLP In In re Aetna, Inc. Securities Litigation, No. 09-2970, 2010 WL 3156560 (3d Cir. Aug. 11, 2010), the United States Court of Appeals for the Third Circuit held that certain allegedly misleading statements regarding the pricing of...... more

	Business Organizations
	U.S. Financial Reform: Corporate Governance and Executive Compensation Provisions for Public Companies Duane Morris LLP The corporate governance provisions discussed in this Alert require shareholder proxy access, expand compensation disclosure, institute say-on-pay votes, prohibit brokers from voting street-name shares on say-on-pay and other...... more
	Frequently Asked Questions Regarding the Private Placement of Securities under Regulation D Rule 506 Warner Norcross & Judd In the absence of an applicable exemption, each offering of securities must be registered with the Securities and Exchange Commission and in each state where the securities are offered. Due to the high costs of registration, start-up,...... more
	D&O, GRC and Accountant Update 8.28.10 Dave Tate D&O, GRC and Accountant Update 8.28.10, the new SEC proxy access rules, and links to articles of interest. Dave Tate, Esq. http://davidtate.us... more

	Civil Procedure & Remedies
	Ninth Circuit Rejects Private Right Of Action To Enforce Section 13(a) Of The Investment Company Act Of 1940 Sheppard Mullin Richter & Hampton LLP In Northstar Financial Advisors, Inc. v. Schwab Investments, No. 09-16347, 2010 WL 3169400 (9th Cir. Aug. 12, 2010), the United States Court of Appeals for the Ninth Circuit held that nothing in Section 13(a) of the Investment Company...... more
	SEC'S Claims of Fraudulent Kickback Scheme Will Proceed to Trial Katten Muchin Rosenman LLP In a recent case filed by the Securities and Exchange Commission, the agency asserts that Donald McKelvey, as President of Telco-Technology, Inc., engaged in an illegal kickback scheme involving “sham” consulting agreements. According...... more
	Third Circuit Rejects A “Fraud Created The Market” Theory for Presumption of Reliance in Federal Securities Fraud Class Actions Edwards Angell Palmer & Dodge LLP In a ruling last week that should help to limit federal securities fraud class actions, the U.S. Court of Appeals for the Third Circuit squarely rejected use of the “fraud created the market” theory to establish presumption of the...... more

	Commercial Law & Contracts
	What Steps Can Lead to a Reduction in a FCPA Fine? Thomas Fox Earlier this month, in the FCPA Blog, Bruce Hinchey discussed his upcoming publication, "Punishing the Penitent: Disproportionate Fines in Recent FCPA Enforcements and Suggested Improvements," which analyzes differences between bribes...... more
	Promotional Expenses Defense under the FCPA Thomas Fox So what is the problem with a US company paying for travel, room and board for foreign governmental officials to travel to the United States? The problem is that payment for such travel, lodging and expenses may run afoul of the...... more
	Board Members and Prudent Discharge of Duties under the FCPA Thomas Fox Monday’s FCPA Blog post wrote about what it called a “compliance donnybrook” inside the company China Northeast Petroleum. The facts of this melee are straight-forward, in July, the head of the Board of Director’s Audit Committee...... more

	Finance & Banking
	U.S. Financial Reform: New Whistleblower Incentives and Protections, and More Enforcement Expected Duane Morris LLP Expanded Bounty Hunter Provisions: A Sea Change for SEC and CFTC Enforcement Actions The Act includes "bounty hunter" provisions to increase the voluntary reporting of securities and commodities violations. The U.S. Congress did so by...... more
	U.S. Financial Reform: Municipal Securities Duane Morris LLP This Alert summarizes Subtitle H of Title IX, designated "Municipal Securities," of the Act. References herein are made to sections 975 through 979 of Subtitle H. The Act establishes a new Office of Municipal Securities (the...... more
	SEC Approves New FINRA Consolidated Rule Regarding Short Sale Delivery Requirements Katten Muchin Rosenman LLP The Securities and Exchange Commission recently approved the Financial Industry and Regulatory Authority’s proposal to adopt NASD Rule 3210, with a few changes, as FINRA Rule 4320 in the Consolidated FINRA Rulebook. New FINRA Rule 4320...... more

	Labor & Employment
	The Dodd-Frank Wall Street Reform and Consumer Protection Act: A Summary of Corporate Governance and Executive Compensation Provisions Pryor Cashman LLP On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act, which will have a profound impact on all public companies. Pryor Cashman Corporate Associates Michael T. Campoli and...... more
	Dodd-Frank Act Means No Summer Vacation for Compensation Committees Manatt, Phelps & Phillips, LLP While the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) is largely directed at reforms within the financial services industry, Congress did not miss its opportunity to adopt regulations on corporate...... more
	Revisiting Your Key Corporate Governance and Disclosure Policies Morrison & Foerster LLP A number of important regulatory, legislative, and market developments arising since the onset of the financial crisis have made this an ideal time to revisit your key corporate governance and disclosure policies in order to determine...... more