Securities Exchange Act

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
News & Analysis as of

Parkcentral v. Porsche: Second Circuit Opens the Doors of Morrison, and Declines to Apply Section 10(b) to Domestic...

In Parkcentral Global Hub Ltd,. et al. v. Porsche Automobile Holdings SE, et al., Dkt. No. 11-397-cv (2d Cir. Aug. 15, 2014), the US Court of Appeals for the Second Circuit affirmed the lower court’s dismissal of plaintiffs’...more

How Far Does Section 10(b) Reach? The Second Circuit Says That A Domestic Transaction Is Necessary, But Not Sufficient, To Invoke...

In a long-awaited opinion issued on August 15 in Parkcentral v. Porsche, the Second Circuit limited the extraterritorial reach of the U.S. securities laws, affirming the dismissal of securities claims brought by parties to...more

Company Sues Former Officer For Failing To File Form 4s

A complaint filed in the Central District of California caught my eye because it involved the rather unusual circumstance of a corporation suing a former director and officer for, among other things, failing to file reports...more

SEC Files Financial Fraud Action

Financial fraud is an enforcement priority of the SEC. A financial fraud task force was formed in July 2013. Its purpose is to focus on this traditional staple of enforcement. A data analysis group was formed at the same time...more

Profits Do Not Always Equal Disgorgement

Judge Scheindlin of the Southern District of New York recently rejected the SEC’s attempt to seek disgorgement of almost $500,000,000 from Samuel Wyly and Donald R. Miller Jr., the Independent Executor of the Will and Estate...more

Third Circuit Rejects Claim that Fiduciary Duty Required For Insider Trading

Insider trading cases frequently turn on the nature of the relationship between the trader and the person who is the source of information. The breach of that relationship of trust and confidence can supply the statutory...more

SEC Brings First Whistleblower Anti-Retaliation Enforcement Action

On June 16, 2014, the U.S. Securities and Exchange Commission (SEC) resolved its first whistleblower retaliation enforcement action. The SEC’s order against Paradigm Capital Management, Inc. is the first-ever enforcement...more

Recent SEC Enforcement Action on Internal Control Despite No Other Alleged Violations

A recent SEC-settled administrative action is another reminder of the SEC’s focus on internal control over financial reporting (ICFR). Although prior SEC ICFR charges have been accompanied with allegations of false financial...more

Corporate and Financial Weekly Digest - Volume IX, Issue 30

In this issue: - Amendments to FINRA Rule 2210 Regarding Communications With the Public - Smith & Wesson Pays $2 Million to Resolve SEC Charges - Former Chief Operating Officer Settles SEC Fraud...more

SEC Gives Itself the Home Court Advantage in an Accounting Fraud / Internal Controls Action Against a Corporate CEO

An otherwise mundane SEC announcement on July 30, 2014 of an enforcement action charging a public company CEO and CFO with accounting fraud and internal controls violations is significant because the SEC is proceeding against...more

Industry Concerns Prompt SEC To Modify MCDC Initiative

In response to concerns raised by industry participants, the Securities and Exchange Commission (SEC) has made some modifications to its Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative). The SEC...more

SEC Staff Legal Bulletin Addresses Use of Proxy Advisory Firms by Advisers and Reliance by Proxy Advisory Firms on Proxy Rules...

The SEC’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (the “Guidance”) which provides guidance from the Division of Investment Management to investment advisers on their...more

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more

SEC Clarifies Certain Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from Proxy Rules for...

On June 30, 2014, the Securities and Exchange Commission’s (SEC) Divisions of Investment Management and Corporate Finance released joint guidance to address certain issues regarding proxy voting responsibilities of investment...more

How the MCDC Initiative affects bond issuers and borrowers

If you have ever issued (or borrowed the proceeds of) bonds then you should know about the Municipalities Continuing Disclosure Compliance Initiative (the “Initiative”) and take the appropriate steps to determine your...more

SEC Guidance on Proxy Voting for Investment Advisers and Proxy Advisory Firms

In response to years of criticism concerning the influence of proxy advisory firms, such as ISS and Glass Lewis, over proxy voting of investment advisers, the Securities and Exchange Commission (SEC) has issued new guidance...more

Directors Beware – The SEC’s High Expectations for Gatekeepers

In a recent speech, SEC Chair Mary Jo White put directors of public companies on notice of their responsibility as “essential” and “important” gatekeepers upon whom their investors and the SEC rely. Chair White described...more

SEC Resolves First Case Under New Municipalities Continuing Disclosure Cooperation Initiative

On July 8, 2014, the SEC announced that it had settled charges that a school district in California misled bond investors about its failure to comply with its continuing disclosure obligations under Rule 15c2-12 of the...more

SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers, Their Use of Proxy Advisory Firms, and Application of...

On June 30, 2014, the Staff of the Securities and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued guidance on the responsibilities of investment advisers in voting proxies and using...more

JOBS Act Quick Start - A brief overview of the JOBS Act - 2014 Update

In This Issue: - Introduction - The IPO on-ramp - The IPO Process - Applying Title I to other transactions - Private offerings - Crowdfunding - Regulation A+ - Exchange...more

New Municipal Advisor Rules and Continuing Disclosure Initiative

In an era of increased scrutiny and regulation of the municipal market, the final rules on what constitutes, and the registra- tion of, “municipal advisors”, became effective July 1, 2014. Concurrently, the SEC initiative to...more

The Danger of Retaliating Against Whistleblowers

Every company claims that they encourage a “speak up” culture. As part of a “speak up” culture, companies encourage managers and employees to raise concerns about potential violations and promise not to retaliate against...more

SEC Makes First Finding of Retaliation in Violation of the Exchange Act’s Anti-Retaliation Rule

On June 16, 2014, the SEC entered an order (the “Order”) instituting cease and desist proceedings against an investment adviser, Paradigm Capital Management, Inc. (“Paradigm”), and Paradigm’s founder, Director, President,...more

SEC’s Final Municipal Advisor Registration Rules Will Take Effect on July 1, 2014

The Securities and Exchange Commission’s (SEC) temporary stay on its final municipal advisor rules under Section 15B of the Securities Exchange Act of 1934 (the “Exchange Act”) expires July 1, 2014. Accordingly, municipal...more

U.S. Supreme Court Upholds Fraud on the Market Theory in Securities Class Actions

A much-anticipated decision of the U.S. Supreme Court, Halliburton Co. v. Erica P. John Fund, Inc. was released on June 23, 2014. While the Supreme Court upheld the "fraud on the market" presumption of reliance which has made...more

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