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Securities Conflict of Laws

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

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

by Allen Matkins on

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states. Thus, it should surprise no one that these states don’t appreciate it when their legal offerings are undermined by...more

Magistrate Judge Rules SEC’s Attorney-Conduct Rules Preempt State Law

by Allen Matkins on

Last December, Chief Magistrate Judge Joseph C. Spero ruled that the SEC’s attorney-conduct rules preempt California’s statutory and professional rules requiring attorneys to maintain inviolate the confidences. Wadler v....more

Simultaneous Decisions from the 7th Circuit: How the Later-Argued Case Became Binding Precedent

by Foley & Lardner LLP on

The Seventh Circuit is very serious about treating its panel decisions as the “law of the court” unless and until they are overruled by the en banc court or a higher authority. Hence, its Circuit Rule 40(e) requires a panel...more

Five Gnostic Exemptions From The Qualification Requirements Of The Corporate Securities Law

by Allen Matkins on

When looking for exemptions from the qualification requirements of the California Corporate Securities Law of 1968, a good place to start is Chapter 1, Part 2, Division 1 of Title 4 of the Corporations Code. Cal. Corp. Code...more

Unregistered Sales Of Certificates Of Deposit

by Allen Matkins on

Last spring, the California Department of Business Oversight warned consumers that two related companies have been offering unlicensed online securities broker-dealer services and “unregistered sales of certificates of...more

Road Map to Europe II - Bridging the Documentation Gap Between the US and Europe in Venture Capital Transactions

It's a common issue: a US venture capitalist and a European company agree on the commercial terms of an investment transaction and think that the hard work is done but quickly find themselves at an impasse over the way the...more

Patronage Capital Case Successfully Removed to Federal Court

In December 2015, two plaintiffs filed a class action complaint against Pennsylvania’s REA Energy Cooperative, Inc. The complaint, which was filed on behalf of current and former cooperative members, asserted that REA must...more

Does “Valid When Made” Apply To Evidences Of Indebtedness Qualified Under The CSL?

by Allen Matkins on

Many have expressed disappointment that the U.S. Supreme Court denied certiorari in Midland Funding, LLC v. Madden. The question presented by the petitioners in the case was as follows...more

FCPA Compliance and Ethics Report-Episode 263-Profit Disgorgement Issues in FCPA Enforcement Actions  [Video]

by Thomas Fox on

In this episode I visit with Miller & Chevalier lawyers Marc Bohn and George Hani on the recent IRS determination that profit disgorgement is not tax deductible and the Graham decision which limited profit disgorgement claims...more

SEC Prevails in Regulation A+ Litigation

Regulation A+, which became effective on March 25, 2015, permits the offering of up to $50,000,000 in securities in any twelve-month period, subject to the certain requirements (a “Tier 2 Offering”). Tier 2 Offerings are not...more

Does Federal Bankruptcy Law Preempt State Law Fraudulent Transfer Claims Assigned to a Bankruptcy Estate Representative?

by Pepper Hamilton LLP on

The U.S. Bankruptcy Court for the District of Delaware recently issued an opinion that addresses, among other issues, the question of whether section 546(e) of the Bankruptcy Code preempts certain fraudulent transfer...more

D.C. Circuit Rejects Challenge to SEC Regulation A+

by Dorsey & Whitney LLP on

The Commission prevailed in the D.C. Circuit which rejected a challenge to Regulation A+. Petitioners, the chief security regulators for Massachusetts and Montana argued that the SEC’s rules were contrary to the Supreme...more

Corporate and Financial Weekly Digest - Volume XI, Issue 24

SEC/CORPORATE - DC Circuit Court Rejects States’ Challenge of Blue Sky Preemption Under Regulation A+ - On June 14, the Federal Court of Appeals for the District of Columbia (the DC Circuit) rejected challenges...more

Court Rejects Regulation A+ Challenge

The States of Montana and Massachusetts had previously challenged Regulation A+’s preemption of state securities registration and qualification requirements in Tier-2 offerings. The United States Court of Appeals for the...more

Supreme Court Clarifies When State Law Claims Are Removable Under the Securities Exchange Act of 1934

by Goodwin on

On May 16, 2016, the U.S. Supreme Court issued its decision in Merrill Lynch, Pierce, Fenner & Smith Inc. v. Manning, 578 U.S. __ (May 16, 2016), which resolved a longstanding circuit split as to the scope of exclusive...more

Is A Blue Sky Exemption For Farms Sustainable?

by Allen Matkins on

Today, California regulates the offer and sale of securities more by exemption than qualification. In addition, California and other states have lost authority over a significant amount of securities transactions due to...more

Employee Benefits Developments - April 2016

by Hodgson Russ LLP on

Stock Drop Case Update: Settlement Reached in Dudenhoeffer Case; Dismissal of Lehman Brothers Lawsuit Upheld. Two recent developments in stock drop litigation are worth noting: Dudenhoeffer Settlement. In Fifth Third...more

Second Circuit Limits Creditors’ Ability to Claw Back LBO Payments

by Dechert LLP on

A recent decision by the U.S. Court of Appeals for the Second Circuit, In re Tribune Company Fraudulent Conveyance Litigation,1 represents a significant victory for shareholders who may get cashed out in connection with a...more

Financial Services Quarterly Report - First Quarter 2016: Northstar Decision on Remand: U.S. District Court Holds SLUSA Precludes...

by Dechert LLP on

In a complete victory for Defendants, on February 23, 2016, a federal district court dismissed with prejudice the final remaining claims in Northstar Financial Advisors, Inc. v. Schwab Investments et. al., which had been...more

Second Circuit Holds that State Law Constructive Fraudulent Transfer Claims Brought By Individual Creditors are Preempted under...

by King & Spalding on

On March 24, 2016, the U.S. Court of Appeals for the Second Circuit (the “Court”) ruled that former shareholders of the debtor Tribune Media Company (“Tribune”), who were cashed out in a leveraged buyout (“LBO”), would be...more

Petrobras Rulings on SLUSA Preemption and Brazilian-Law Damages

In re Petrobras Securities Litigation continues to produce interesting developments – this time on SLUSA preemption and Brazilian law. On March 12, 2016, the U.S. District Court for the Southern District of New York held...more

Cannabis investing—a safe high?

by Dentons on

The successive legalization of adult recreational use of marijuana in four states—Colorado, Washington, Oregon and Alaska—and the District of Columbia, as well as legalization of marijuana for medical use to varying degrees...more

Unclaimed Property Advisory: U.S. Supreme Court Denies Petitioners’ Writ of Certiorari in Taylor v. Yee

by Alston & Bird on

On February 29, 2016, the U.S. Supreme Court denied the writ of certiorari to review the judgment of the U.S. Court of Appeals for the Ninth Circuit in Taylor v. Yee, 780 F.3d 928 (9th Cir. 2015). The case involves a 13-year...more

Bill Threatens To Yank Qualification Upon Any Change In Management

by Allen Matkins on

Sometimes, I run across bills that seem to defy rational explanation. AB 2610 (Holden) appeared to be one such bill. Under the California Corporate Securities Law of 1968, the offer and sale of securities must be...more

Court Holds SEC Filing Is Not Public Disclosure

by Allen Matkins on

California has patterned its false claim law, Cal. Gov’t Code §§ 12650 et seq., after the federal False Claims Act. As the names of these laws suggest, they are intended to protect the public fisc from false or fraudulent...more

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