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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

Supreme Court Decides Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund

On March 24, 2015, the U.S. Supreme Court held that a pure statement of opinion in a securities registration statement is not an “untrue statement of a material fact” under Section 11 of the Securities Act of 1933 just...more

Blog: SCOTUS Decides Omnicare: 6th Circuit Applied Incorrect Standards In The Context Of Liability Under §11 For Statements Of...

Today, SCOTUS issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. In the case, SCOTUS answers these questions: First, when can a statement of opinion be considered a “false...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

SEC Enforcement Division Outlines Focus for 2015

Action Item: Companies and individuals should continue to be mindful that the Enforcement Division will aggressively pursue securities fraud violations and will be increasing its personnel and technology resources to...more

Financial Regulatory Developments Focus - March 2015 #3

In this issue: - US Federal Reserve Board Proposal Requiring Banking Organizations to Include Legal Entity Identifiers on Reporting Documents - Comptroller of the Currency Thomas Curry Testimony -...more

SEC Approves ISE Rules on Information Barriers Between Customer and Proprietary Business

On March 17, the Securities and Exchange Commission approved amendments to the information barrier rule of the International Securities Exchange, LLC (ISE). As reported in the October 17, 2014, edition of the Corporate &...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

The New European Market Abuse Rules – Looking Towards 2016

Significant changes to the European laws on market abuse are due to come into effect in July 2016. On implementation, the new measures will replace the four current European directives on market abuse. This Insight looks...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

FERC Lightens Compliance Load for Power Traders

In a time of increasing compliance requirements and enhanced regulatory scrutiny of power trading activities, a recent Federal Energy Regulatory Commission (“FERC”) order brought some compliance relief to power traders and...more

FINRA Announces $1.5 Million Sanction Against Broker-Dealer and Bars President for Fraud

On March 12, FINRA announced an order requiring a New York-based broker-dealer to pay over $1 million in restitution and $500,000 in fines for alleged fraud in sales of a private placement offering. According to the Order,...more

SEC to Vote on Regulation A+ this Wednesday Will State Law Preemption Survive?

On Friday, March 20, 2015, the SEC announced it will vote on its proposed changes to Regulation A at an open meeting on Wednesday, March 25, 2015. These changes are generally referred to as Regulation A+ and are meant to...more

More “Broken Windows”: SEC Charges Schedule 13D Filers with Disclosure Violations for Failing to Update Ownership Reports

When a significant stockholder in a publicly-held company is considering plans to take the company private, how soon must the stockholder disclose those plans in a Schedule 13D filing?...more

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