Securities Law

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

FEATURED News

Securities & Exchange Commission Issues Climate Change Disclosure Guidance
Dave Scriven-Young

Article on document from the SEC providing guidance to public companies on what climate-change related matters must be disclosed to the public under SEC's existing disclosure requirements. This article was written by Dave... more

SEC Issues Compliance and Disclosure Interpretations Regarding Proxy Disclosure Enhancements
Miller & Martin PLLC
Securities and Exchange Commission Issues Interpretive Guidance Document on Disclosure Obligations Related to Climate Change
Manatt, Phelps & Phillips, LLP
The Future of Aiding and Abetting Liability
Lane Powell PC

	Latest Filings and Decisions
	New York v. Bank of America, Kenneth D. Lewis and Jospeph L. Price Fraud Charges Against Ken Lewis and Joseph Price Doug Cornelius New York Attorney General Andrew Cuomo filed securities fraud charges against former Bank of America CEO Kenneth Lewis and former Chief Financial Officer Joseph Price. The Attorney General claims that the two decided not to disclose...... more
	In the Matter of State Street Bank and Trust Company SEC Order Against State Street Bank and Trust Company Doug Cornelius The Securities and Exchange Commission charged State Street Bank and Trust Company with misleading its investors about their exposure to subprime investments while selectively disclosing more complete information to specific...... more
	In the Matter of Securities America Complaint by the Mass. Secretary State against Securities America Doug Cornelius The Massachusetts Secretary of State charged Securities America, a broker owned by Ameriprise Financial Inc., with selling $697 million in investments without fully warning investors about the risks involved. The promissory notes...... more

	Most Recent Articles
	SEC Issues Guidance Regarding Climate Change Miller & Martin PLLC On January 27, 2010, the Securities and Exchange Commission (“SEC”) issued an interpretative release that provides guidance on existing disclosure requirements for business or legal developments dealing with climate change. The SEC...... more
	Change in the Wind for FCPA Ethics and Compliance Programs? Thomas Fox On January 21, 2010, the United States Sentencing Commission (USSC) proposed amendments to the Federal Sentencing Guidelines. These proposed changes included several which are used as the basis for the consideration of penalties for...... more
	SEC Announces Sweeping Changes to Encourage Individuals and Companies to Cooperate and Assist in Investigations Lane Powell PC Earlier this month, the Securities and Exchange Commission ("SEC") announced a series of measures intended to further strengthen its enforcement program by encouraging greater cooperation from individuals and companies in the agency's...... more

	Business Organizations
	Shareholders' Remedies in Canada in 2010 Ellyn Law LLP When advising business clients about doing business in Canada, lawyers must turn their minds not only to the kinds of corporate vehicles which Canadian law permits but also the remedies permitted if disputes arise. In this paper, we...... more
	Series LLCs And Their Use In The Securities Industry Fox Rothschild In response to a request by FINRA, the SEC provided interpretive guidance as to its financial responsibility rules’ application to a broker-dealer that is formed and operated as a series limited liability company (LLC) under state...... more
	2009-The Year of the Trial Thomas Fox At the end of this year, many commentators have weighed in on the changes in enforcement under the Foreign Corrupt Practices Act (FCPA) over the past decade or the catastrophic increase in fines and disgorgement of profits over the...... more

	Civil Procedure & Remedies
	Main Street Takes On Wall Street's Untouchables - the Lawyers & Accountants Brian Mahany A brief discussion on third party liability of professionals (Aiding & Abetting liability). Posted by Attorney Brian Mahany, founder of MahanyLaw.... more
	SEC Agrees to 2-Year Stay of Rule 151A Morrison & Foerster LLP On December 8, 2009, the Securities and Exchange Commission (the “SEC”) stated in a filing with the U.S. Court of Appeals for the District of Columbia Circuit (the “Court”) that it agreed to stay of the effective date of Rule 151A for...... more
	Ninth Circuit Declines Application Of Loss Causation Principles In Dura Pharmaceuticals In Connection With Criminal Securities Fraud Sheppard Mullin Richter & Hampton LLP In United States v. Berger, No. 08-50171, 2009 WL 4141478 (9th Cir. Nov. 30, 2009), a three-judge panel of the United States Court of Appeals for the Ninth Circuit declined to apply loss causation principles in civil securities fraud...... more

	Commercial Law & Contracts
	Securities and Exchange Commission Publishes Its Interpretive Release on Climate Change Related Disclosures Foley Hoag LLP In early February, the Securities and Exchange Commission published an interpretive release (Release Nos. 33-9106 and 34-61469) about public company disclosures related to climate change. The Commission has previously stated that it is...... more
	SEC Issues Interpretative Guidance on Climate Change Disclosures Morrison & Foerster LLP On February 2, 2010, the SEC issued an interpretative release providing guidance to public companies on their disclosure obligations relating to climate change (Release Nos. 33-9106; 34-61469). The release focuses on recent business...... more
	SEC Proposes Changes to Company Repurchases of Common Stock Morrison & Foerster LLP On January 25, 2010, the Securities and Exchange Commission proposed amendments to Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”), which provides an issuer and certain others with a nonexclusive “safe...... more

	Finance & Banking
	SEC Tightens Custodial and Audit Requirements for Registered Investment Advisers who Control Client Assets Edwards Angell Palmer & Dodge LLP All Advisers, Registered or Not, Should Update Compliance Procedures for Protection of Client Assets If you are a registered investment adviser who – directly or indirectly – has authority to obtain possession of client funds or...... more
	Investment Adviser Important Dates and Reminders Foley Hoag LLP Annual Compliance Reviews All investment advisers registered with the Securities and Exchange Commission (“SEC”) are required to review their compliance policies and procedures at least annually. Many advisers traditionally...... more
	When Term Sheets Attack: Timely Reminders to Take Care in Drafting Letters of Intent and Term Sheets Manatt, Phelps & Phillips, LLP Letters of intent and term sheets have long been utilized by parties to “jump-start” a transaction by delineating the transaction’s basic terms and setting forth a timeline and parameters for negotiations between the parties. Letters...... more

	Labor & Employment
	ESOP Benefit Distributions - A Little Guidance on Financial Disclosure Sheppard Mullin Richter & Hampton LLP In a recent California case, Balsley v. Delta Star Employee Stock Ownership Plan, the U.S. District Court in San Francisco added a little flesh to the bare bones questions of what if any financial disclosure must a company make to ESOP...... more
	Reminder For Corporations To Issue Annual ISO/ESPP Information Statements To Employees By January 31 Sheppard Mullin Richter & Hampton LLP Employers must furnish employees who exercised incentive stock options ("ISOs") or sold or otherwise transferred shares acquired under an employee stock purchase plan ("ESPP") during 2009 with a detailed information statement by...... more
	Overhauling Exec Comp, Corporate Governance Rules Sheppard Mullin Richter & Hampton LLP As anticipated, on Dec. 16, 2009, the U.S. Securities and Exchange Commission presented investors and corporate governance reform advocates with a holiday gift by adopting substantial amendments to the executive compensation and...... more

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Securities Law

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