General Business Securities Constitutional Law

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.
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Constitutional Challenges to SEC Administrative Proceedings

May defendants charged in SEC administrative proceedings challenge the constitutionality of those proceedings in federal district court? The determination of whether district courts have subject matter jurisdiction over such...more

Impact of Delaware Fee-Shifting Provisions on Derivative Actions in California

A recent decision in the Delaware Supreme Court, in conjunction with the broad California exceptions to the internal affairs doctrine, may dictate the legal landscape of shareholder litigation in California in the near...more

Contribution Caution: Mitigating Risks From Pay-To-Play

With the record-breaking campaign expenditures of the 2014 midterm elections behind us, and the 2016 campaign cycle already heating up, this is an ideal moment for investment advisers (including advisers to venture capital...more

Blog: CFSI posts “Five Practical Steps to Support SEC Conflict Minerals Disclosure”

The Conflict-Free Sourcing Initiative has posted an updated 2015 version of its practical guidance white paper on conflict minerals specifically for downstream companies, called “Five Practical Steps to Support SEC Conflict...more

District Court Refuses To Halt SEC Administrative Proceedings

While serving as General Counsel to California’s Business, Transportation & Housing Agency, I was from time to time asked to respond to ersatz summons and other documents issued by “Our One Supreme Court”. Given that these...more

Court Finds SEC Administrative Proceeding Constitutional

Section 929P(a) of the Dodd-Frank Act provides that the SEC’s authority in administrative penalty proceedings is “coextensive” with its authority to seek penalties in federal court. The plaintiff in Bebo v SEC argued the...more

Blog: Will Congress Revisit The Conflict Minerals Rule?

According to a Bloomberg BNA report, a representative of the Chamber of Commerce, one of the plaintiffs in National Association of Manufacturers, Inc. v. SEC, the conflict minerals case currently pending in the DC Circuit,...more

Georgia Complaint Challenges Constitutionality of SEC Administrative Proceedings

A complaint filed in the Northern District of Georgia on February 19 alleges that the Securities and Exchange Commission brings claims in administrative courts that are unconstitutional. The plaintiffs in the case, Gray...more

Corporate and Financial Weekly Digest - Volume X, Issue 8

In this issue: - CBOE Proposes to Offer Extended Trading Hours for SPX and VIX Options - CFTC Staff to Host Public Roundtable on Recovery and Orderly Wind-Down of DCOs - CFTC Reopens Comment Period for...more

Second Circuit Narrows Class Standing Doctrine

In NECA-IBEW v. Goldman Sachs, the Second Circuit arguably opened up a new door in class action litigation when it held that investors in one securities offering had standing to represent a putative class of investors in...more

Delaware Court Rules That Beneficial Stockholder May Seek Appraisal in Its Own Name

On January 5, the Delaware Court of Chancery ruled that a beneficial stockholder has standing to bring an action for appraisal in its own name when the record stockholder’s actions have perfected the right of appraisal. The...more

Court Of Chancery Declines Mootness Fee

The Court of Chancery has again declined to dismiss a class action without notice to the class that the plaintiff’s attorney is to be paid a so-called “mootness fee.” ...more

Court Of Chancery Clarifies Standing For Appraisal Rights

Merion Capital LP v. BMC Software, Inc., C.A. 8900-VCG (January 5, 2015) and In Re Appraisal Of Ancestry.com Inc., C.A. 8173-VCG (January 5, 2015) both deal with appraisal arbitrage and resolve who is entitled to file an...more

Blog: Appellants File Supplemental Brief Opposing Conflict Minerals Disclosure Requirement

In the final week of 2014, appellants National Association of Manufacturers, U.S. Chamber of Commerce and Business Roundtable filed their supplemental brief in the conflict minerals case, National Association of...more

NAM Files Supplemental Brief in Conflict Minerals Rehearing

The National Association of Manufactures, the Chamber of Commerce of the United States of America and the Business Roundtable have filed their supplemental brief in the conflict minerals rehearing. NAM et al ask the court to...more

Delaware Legislature to Resume Debate in January on Bylaws Imposing Liability on Shareholders

The ability of corporations to impose liability on shareholders through bylaws and charter provisions has been the subject of much debate recently. On May 8, 2014, the Supreme Court of Delaware held in ATP Tour, Inc. v....more

There’s No Place Like Home: SEC Increasingly Uses Administrative Proceedings

Stung by adverse court rulings in some of its enforcement cases, the SEC is bringing more of those cases in its own forum—an SEC administrative proceeding. ...more

Nevada Poised To Increase Output Of Reported Decisions

In November, the voters of Nevada approved Question 1 which amended Article 6 of the Nevada Constitution to create an intermediate Court of Appeals. California’s intermediate court is styled the Court of Appeal (no “s”). ...more

Blog: SEC, Amnesty And Others File Briefs In Support Of Upholding The Conflict Minerals Disclosure Requirement

In November, the D.C. Circuit Court of Appeals granted the petitions of the SEC and Amnesty International for panel rehearing in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC....more

D.C. Circuit to Rehear Conflict Minerals Case

On November 18, 2014, the U.S. Court of Appeals for the D.C. Circuit granted the SEC’s motion to rehear the court’s decision in NAM v. SEC. As covered in previous blog posts, the court’s NAM decision held that portions of...more

D.C. Circuit to Re-Consider Whether SEC Disclosure Rule Aimed at Curbing Human Rights Abuses in the Democratic Republic of the...

In an interesting and uncommon intersection between securities law, curbing human rights abuses and freedom of speech under the First Amendment, the United States Court of Appeals for the District of Columbia recently agreed...more

Prosecuting Individuals for Financial Crimes - Some Questionable Recent Ideas

The government must be very sensitive about all the criticism it has been getting, from Congress, some judges and others, for not prosecuting more individuals for financial crimes. Perhaps in response, senior government...more

US Court of Appeals for the District of Columbia Circuit Grants Petition for Rehearing of Decision on Conflicts Minerals Rule

On November 18, the US Court of Appeals for the District of Columbia Circuit granted the petitions of the Securities Exchange Commission and Amnesty International for a panel rehearing of the lawsuit challenging the SEC’s...more

Blog: D.C. Circuit grants petition for panel rehearing of conflict minerals case

The D.C. Circuit court of Appeals has granted the petitions of the SEC and Amnesty International for panel rehearing (and the motion of Amnesty to file a supplemental brief) in connection with the conflict minerals case,...more

Panel to Rehear Conflict Minerals Case

The United States Court of Appeals for the District of Columbia has granted the petition for a panel rehearing (as opposed to an en banc rehearing) in the conflict minerals case. The court asked the parties to file briefs...more

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