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George Costanza and the Supreme Court Align in Ruling This Week on Section 11 of the Securities Act of 1933

In a classic Seinfeld episode, George Costanza opined: "it's not a lie, if you believe it". In a ruling handed down on March 24th, the Supreme Court agreed with this sentiment as it concerned claims brought under Section 11...more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Global Regulators Push Back Margin Requirements for Non-cleared Derivatives

On March 18, the Basel Committee on Banking Supervision and the International Organization of Securities Commissions (IOSCO) published a “final” policy framework that establishes minimum global standards for margin...more

SEC Approves FINRA Rule Regarding Investigation and Verification of Registration Applicants

After seeking comments last fall, the Securities and Exchange Commission (“SEC”) recently approved the Financial Industry Regulatory Authority’s (“FINRA”) proposed rule governing member firms’ verification and investigation...more

Supreme Court Clarifies Standard For Holding Issuers Liable Under The Securities Act Of 1933

In a highly-watched securities law decision, the United States Supreme Court yesterday ruled unanimously that opinion statements in public securities registration statements are not actionable under § 11 of the Securities...more

More Class Actions Claim GAAP Violations, Less Paralleled by SEC Case

Last year the number of securities class action cases settled remained largely constant compared to the prior year, according to a report by Cornerstone Research. At the same time the number of cases alleging GAAP violations...more

Blog: SEC Adopts Reg A+

At an open meeting this morning, the SEC adopted rules and forms related to the offer and sale of securities under Section 3(b) of the Securities Act, so-called Reg A+, as mandated by Section 401 of the JOBS Act. ...more

Omnicare Opinion Expands Liability for Expressions of Opinion Under Section 11

The Supreme Court, in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U.S. ___ (March 24, 2015), expanded the scope of liability for expressions of opinions under Section 11 of the...more

Litigation Alert: The Supreme Court’s Omnicare Decision Clarifies When an Opinion Stated in a Registration Statement Can Give Rise...

Overview - On March 24, 2015, the Supreme Court issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, a highly anticipated case concerning the circumstances under which...more

IMHO, Omnicare Doesn’t Materially Change Opinion Disclosure

Today, the U.S. Supreme Court issued its anticipated Omnicare decision, which addresses the standard of liability applied to expressions of opinion in a registration statement for a public offering. While there will be...more

CFTC Approves Final Rule on Residual Interest Deadline for FCMs

On March 17, the Commodity Futures Trading Commission approved a final rule amending CFTC Regulation 1.22 to remove the December 31, 2018 automatic termination date relating to the phased-in compliance period for the Residual...more

Chair White’s Testimony on SEC Initiatives

In testimony today, Chair White provided a brief update on various rulemaking initiatives. She noted that, in connection with the Dodd-Frank Act mandates, the Division of Corporation Finance continues to work to implement...more

CFTC Issues an Exemption to HKSFC Permitting US Customers to Deal Directly with Hong Kong Brokers

On March 19, the Commodity Futures Trading Commission issued an exemption to Hong Kong Securities and Futures Commission (HKSFC) permitting US customers to deal directly with Hong Kong brokers pursuant to CFTC Regulation...more

"Omnicare Decision Clarifies Pleading Standard for Section 11 Claims Based on Statements of Opinion in Registration Statements"

In an opinion issued yesterday, the U.S. Supreme Court held in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund that an issuer may be held liable under Section 11 of the Securities Act of 1933...more

FCPA Compliance and Ethics Report-Episode 144-SEC Enforcement of the FCPA, Part I [Video]

In this episode I begin a two-part exploration of the differences between the Securities and Exchange Commission enforcement of the FCPA from the Department of Justice enforcement. ...more

Proposed FINRA Rule Would Require Associated Persons Who Develop Algorithmic Trading Strategies To Register as Equity Traders

In the latest regulatory action addressing high frequency and other algorithmic trading, a recent FINRA Regulatory Notice seeks comment on a proposed rule change under which persons associated with a member firm would be...more

Series Seed is the new Series A; VC-backed company valuations continue to rise

PitchBook recently released its 1H 2015 VC Valuations and Trends Report that breaks down over 20,000 valuations of private company financings and exits over the past 10 years. The report shows continued increase in median...more

Regulation SBSR: The Compliance Guide to Reporting Security-based Swaps

SEC has published reporting obligations for SBS without a finalized compliance schedule. Reporting rules for cleared and platform-executed SBS and certain cross-border transactions have not yet been finalized. On...more

CFTC Approves Final Rule on Residual Interest Deadline for Futures Commission Merchants

On March 17, the U.S. Commodity Futures Trading Commission (Commission) unanimously approved a final rule removing the December 31, 2018 automatic termination of the phased-in compliance period for the Residual Interest...more

CBOE Proposes Amendments to Trading Permit Holder and Direct Access Qualifications

On March 11, the Chicago Board Options Exchange (CBOE) proposed new qualifications for Trading Permit Holder (TPH) applicants and direct access users. The proposed amendments require a TPH to be domiciled in (in the case of...more

The FCPA Implications of China’s Plan to Consolidate State-Owned Enterprises

China’s recently announced plan to restructure and consolidate its state-owned enterprises (SOEs) focuses on bolstering the private sector of its economy and creating economies of scale to allow Chinese companies to better...more

SEC Issues Guidance Regarding Standards Applicable to Waivers of Disqualification under Regulation A and Rules 505 and 506 of...

The disqualification provisions of Rules 262 and 505 under the Securities Act make the exemptions from registration under Regulation A and Rule 505 of Regulation D unavailable for an offering if, among other things, an...more

Bridging the Week - March 2015 #4

ICE Futures Fined US $3 Million by CFTC for Reporting Errors and Untimely Response to Inquiries - The Commodity Futures Trading Commission fined ICE Futures U.S., Inc. US $3 million last week for filing allegedly...more

CFE Amends Rules on ECRPs and Block Trades

On March 11, the CBOE Futures Exchange, LLC (CFE) extended the reporting window for exchange of contract for related position (ECRP) transactions and clarified when it will provide written confirmations of ECRPs transactions...more

Rating Agency Developments

Moody’s released its approach to rating securities backed by wireless towers....more

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