Read Securities Law news, alerts, and legal commentary from leading lawyers and law firms:
Compliance Advice on SEC’s Market Access Rule from Julie Dixon of Titan Regulation
Lawyer: European M&A Could Rise Despite Risks
Bill on Bankruptcy: The Market's Unquenchable Thirst for Junk
Are Political Intelligence Practice Groups Too Risky?
Greenberger: Derivatives Legislation Would Seriously Weaken Dodd-Frank
Bill on Bankruptcy: Lehman Test Case on Judicial Nullification
S&C's Cohen: Brown-Vitter Punishes Banks For Being Big
Cohen: Cyprus Is Not A Template For Future Restructurings
Release of new book on the 'Best Practices Under the FCPA and Bribery Act"
Bill on Bankruptcy: Kodak Plan Bumps the Debt, Craters Stock
STOCK Act Loses Much of Its Teeth, but Members of Congress Aim to Change That
Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA
Bill on Bankruptcy: Lawyers Easily Make Simple Words Complicated
Raj Mahajan, Allston Trading CEO, Talks HFT and the Business of Prop Trading
Lessons Learned from the BizJet Executives FCPA Enforcement Actions
Konczal: Dodd-Frank Reforms Get Roughed Up in Court
Bill on Bankruptcy: ResCap Report, a Bargain at $83 Million
Sullivan & Cromwell's M&A Hotline is Ringing
Bill on Bankruptcy: Stockton May Win the Battle, Lose the War
NFA Chairman Chris Hehmeyer Talks Bankruptcy Reform
Can shareholders of a government-sponsored enterprise successfully challenge the constitutionality of a government takeover of the entity? ...more
In This Issue: - AUDITOR LIABILITY - CLASS ACTIONS - CONFIDENTIAL WITNESSES - DEMAND FUTILITY - DERIVATIVE LITIGATION - FEDERAL TORT CLAIMS ACT - FOREIGN CORRUPT PRACTICES ACT - INSIDER TRADING...more
The California State Senate yesterday approved a measure providing relief (albeit only partial relief) to those taxpayers facing retroactive tax assessments by reason of the Cutler decision. In Cutler v. Franchise Tax Board...more
California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. ...more
Earlier this week, I mentioned the former Public Utility Holding Company Act (aka PUHCA). Although it was repealed several years ago, the PUHCA remains important as the legal substrate upon which the famous, and still...more
Section 25018 of the California Corporations Code provides a definition of several of the better known federal securities laws...more
Most in-house lawyers, if they're fortunate, haven't bumped up against the Fifth Amendment and its related issues since the bar exam. After all, the so-called "nickel" typically arises solely in the criminal context, and...more
Four derivative lawsuits against Facebook’s directors relating to alleged disclosure issues surrounding the company’s initial public offering have a new status: Dismissed. Last month, Judge Robert Sweet of the Southern...more
In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of...more
In This Issue: *U.S. SUPREME COURT - Class Certificaton - Amgen Inc. v. Conn. Ret. Plans and Trust Funds, No. 11 1085 (U.S. Feb. 27, 2013) - Statutes of Limitations - Gabelli v. Sec. & Exch. Comm’n, No....more
A closer look at federal constitutional case law would seem to indicate that the State of California may not find it so easy to seek refunds plus interest after all....more
If I told you that all 10% owners owe a fiduciary duty to the corporation, I’d be surprised if you weren’t surprised. However, that was, in fact, the holding of the Second Circuit Court of Appeals last October in Donoghue v....more
A California appellate court recently held as unconstitutional the California statutes extending the benefits of selling “qualified small business stock” (QSBS) to California taxpayers. In Cutler v. Franchise Tax Board (2012)...more
A Texas federal judge denied defendants ArthoCare CEO Michael A. Baker and CFO Michael T. Gluk’s motion to dismiss the SEC’s claim against them under Sarbanes-Oxley (“SOX”) Section 304’s clawback provision. Section 304...more
One might not expect that filing a registration statement on Form S-8 could result in a criminal conviction. However, that is what happened to the CEO and CFO of a small public company. They were both convicted of selling...more
The California legislature is taking its summer recess and will reconvene on August 6. Joint Rule 51(b)(2). It will then sit until August 31 which is the last day for either the Senate or the Assembly to pass bills. Cal....more
Last month the Securities and Exchange Commission announced the formation of a new Investment Advisory Committee. Section 911 of the Dodd-Frank Act created the committee to advise the SEC on: -regulatory...more
Recently, I wrote about a bill, SB 1208 (Leno), that would require disclosure of total compensation information with respect to each of a corporation’s five most highly compensated retirees. This requirement would be imposed...more
In this issue: - SEC Issues Additional Guidance on Emerging Growth Companies - CFTC Issues Proposed Interpretative Statement - CFTC to Hold Public Meeting to Consider a Final Rule - CME Issues Advisory...more
As protestors across America condemn Wall Street for its greed and corruption, the Supreme Court has an opportunity to examine a ruling that holds some of Wall Street's biggest regulators immune from suit. In 2006, the...more
Almost everybody who is involved in any commercial transaction has to deal with creating, authorizing or validating a number of official documents. Hence it would serve him well to know about stamp duty, which is nothing but...more
Corporations Code Section 25400 is California’s anti-market manipulation statute. The statute copied clauses (1) through (5) of Section 9(a) of the Securities Exchange Act of 1934 and declares unlawful specified actions...more
When the Securities and Exchange Commission was considering the adoption of its say-on-pay rules, I submitted this comment letter recommending that issuers be given flexibility to adopt voting procedures that they determine...more
The competitiveness of capital markets in the United States and the impact of regulations on capital raising activities by emerging companies have been put in the spotlight again by recent correspondence between Congressman...more
On September 29, 2010, the Business Roundtable and the U.S. Chamber of Commerce challenged the legality of the proxy access rules recently adopted by the Securities and Exchange Commission (SEC). The petition argues that...more
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