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Securities Constitutional Law

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

National Securities Regulator on the Ropes? Quebec Court of Appeal Rules Proposed Cooperative System Unconstitutional

On May 10, 2017, the Quebec Court of Appeal ruled that the proposed cooperative capital markets regulatory system (Cooperative System) is in significant respects unconstitutional, although it ruled that the federal...more

SEC Enforcement, ALJs and the Appointments Clause

by Dorsey & Whitney LLP on

The future of the SEC’s administrative enforcement process and, in particular its Administrative Law Judges, will be the focus of the D.C. Circuit this week as the Court, sitting en banc to hear oral argument in SEC v Raymond...more

Debt Dialogue: April 2017 - Creditor Barred from Bringing a Derivative Action Against an Insolvent Delaware Limited Liability...

In a recent ruling, Trusa v. Nepo (Del. Ch. April 13, 2017), consistent with prior case law, Vice Chancellor Montgomery-Reeves of the Delaware Chancery Court held that a creditor cannot bring a derivative action against a...more

Conflict Minerals Disclosure New SEC Guidance

by BakerHostetler on

On April 7, 2017, the Securities and Exchange Commission ("SEC") Division of Corporate Finance (the "Division") indicated that it will not recommend enforcement of the conflict minerals source and chain of custody due...more

Orrick's Financial Industry Week In Review

Rating Agency Developments - On April 19, 2017, Fitch issued a report entitled Airport Operating Lease ABS Rating Criteria. On April 14, 2017, Fitch issued a report entitled North America and Asia-Pacific...more

New York Court Dismisses Royal Park’s RMBS Cases for Lack of Standing

On April 12, 2017, Judge Charles E. Ramos of the New York State Supreme Court for New York County dismissed Royal Park’s RMBS lawsuits alleging fraud and other tort causes of action against Morgan Stanley, Deutsche Bank,...more

"Southern District Decision Highlights Challenges for Private Litigants Pursuing Manipulation Claims Under the CEA"

The U.S. District Court in the Southern District of New York recently dismissed a class action lawsuit alleging that Total, S.A., Total Gas & Power North America, Inc., and Total Gas & Power Limited (collectively, “Total”)...more

Expect Focus - Life Insurance: Risky Business, Volume I, March 2017

by Carlton Fields on

Regulators Demand Third-Party Risk Management - While third-party risk management has been a required component of an effective enterprise risk management program for many years, the topic is receiving elevated...more

Conflict Minerals Update – SEC Releases Guidance Following District Court Decision

by White & Case LLP on

On April 3, 2017, the US District Court for the District of Columbia (the "Court") entered a final judgment in National Association of Manufacturers, et al. v. Securities and Exchange Commission,1 ruling that Section 1502 of...more

Update: Briefs Filed in CalPERS v. ANZ Securities

The Supreme Court is set to hear arguments on Monday in CalPERS v. ANZ Securities. Previously we provided a comprehensive overview of CalPERS’s brief. In anticipation of oral arguments, below we discuss the arguments raised...more

SEC’s Division of Corporate Finance Issues Statement on Conflict Minerals Disclosure Requirements

Ruling & Enforcement: Conflict Minerals’ Disclosure - On April 3, 2017, the U.S. District Court for the District of Columbia entered a final judgment in favor of the National Association of Manufacturers, declaring that...more

Circuits Split Over Constitutionality of SEC’s Administrative Law Judges

by Carlton Fields on

The Tenth Circuit Court of Appeals, in Bandimere v. SEC, recently held that the SEC’s administrative law judges (ALJs) are “inferior officers” whose appointments violate the Appointments Clause of the U.S. Constitution...more

SEC Will Not Enforce Part of the Conflict Minerals Disclosure Rule

by Bracewell LLP on

On Friday, April 7, 2017, the acting Chief of the Securities and Exchange Commission (the “Commission”) Michael Piwowar released a statement that the Commission will not recommend enforcement of certain parts of its Conflict...more

SEC Provides Relief from Enforcement Actions Regarding Certain Portions of the Conflict Minerals Rule

On April 3, 2017, the District Court for the District of Columbia (the “District Court”) entered a final judgment (the “Final Judgment”) in the case of National Association of Manufacturers, et al., v. SEC. The Final Judgment...more

Southern District Of Texas Dismisses Class Action Against Plains All American Pipeline, Dismissing Exchange And Securities Act...

by Shearman & Sterling LLP on

On March 29, 2017, Chief District Judge Lee Rosenthal of the United States District Court for the Southern District of Texas, Houston Division dismissed a putative class action against Plains All American Pipeline, a major...more

SEC Issues Updated Statement on Conflict Minerals Rule

by Ropes & Gray LLP on

On Friday afternoon, the SEC’s Division of Corporation Finance issued an Updated Statement on the Conflict Minerals Rule (the “Rule”). An updated Statement was widely anticipated. Earlier in the week, on April 3rd, the U.S....more

Conflict Minerals - What Just Happened and What Didn’t

The conflict minerals saga continues. Background - In April 2014, the Court of Appeals for the D.C. Circuit in National Association of Manufacturers v. SEC held that the conflict minerals rule’s requirement that...more

SEC Staff Issues New Guidance on Conflict Minerals Rule for 2017 Filings

by Bryan Cave on

Late Friday, April 7, the SEC issued two statements relating to the conflict minerals rule which reflect a significant change in the staff’s guidance for public companies. The upshot of these statements is that the staff...more

SEC Staff Relaxes Conflict Minerals Reporting

Effective immediately, the SEC staff has relaxed conflict minerals reporting requirements by public companies. The change was triggered by the entry of a final judgment in the conflict minerals case. ...more

Blog: Corp Fin Provides Relief On Conflict Minerals In Light Of Final Judgment In National Association Of Manufacturers V. SEC

by Cooley LLP on

On April 7, 2017, in light of the entry of final judgment by the D.C. District Court in National Association of Manufacturers v. SEC, Corp Fin issued an Updated Statement on the Effect of the Court of Appeals Decision on the...more

Financial Services Weekly News - April 2017

by Goodwin on

Editor's Note - A New Argument for Financial Regulatory Reform. Over the past several weeks, there has been a steady stream of pessimistic views on the prospects for meaningful financial regulatory reform. Senate Banking...more

PHH v. CFPB: CFPB Not Dodging Constitutionality Questions

by Hinshaw & Culbertson LLP on

Friday March 31st marked the deadline for CFPB to file its brief in response to PHH in the en banc hearing. In granting en banc review, the court sought guidance from the parties on 3 specific questions. Here's a quick...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - SEC Adopts T+2 Settlement Cycle for Securities Transactions - On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Rule 15c6-1(a), shortening the...more

SDNY Grants Trustees’ Motion to Dismiss Triaxx CDOs’ RMBS Claims for Lack of Standing

On March 21, 2017, Judge Naomi Reice Buchwald of the United States District Court for the Southern District of New York issued a Memorandum and Order granting defendants’ motion to dismiss plaintiffs’ First Amended Complaint...more

Hold the Phone: SEC Takes One Last Stand Before the Tenth Circuit regarding the Constitutionality of the SEC’s Administrative Law...

Last week, the United States Securities and Exchange Commission filed a petition for rehearing en banc with the Tenth Circuit Court of Appeals, imploring the court to reconsider a divided panel’s ruling on the...more

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