News & Analysis as of

Jurisdiction Securities & Exchange Commission

We Know What You Really Meant: Utah Court Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects...

A federal court in Utah recently held that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient conduct occurred...more

Documentation for the New Swap Margin Rules and Thoughts for the Buy Side and End Users

by Pepper Hamilton LLP on

Because of the implementation of new regulatory requirements relating to both variation and initial margin for swaps, swap documentation for many market participants is about to become much more complicated....more

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

NCUA to Consider Supplemental Capital

At the NCUA’s October board meeting, senior staff of the NCUA submitted a briefing report (the “Report”) to the NCUA Board (the “Board”) on the issues concerning the use of supplemental capital by federally insured credit...more

Business Litigation Report - August 2016

Circuit Courts Align to Shield SEC Administrative Proceedings from Collateral Constitutional Attack - In response to the financial crisis of the late 2000s, Congress passed the Dodd-Frank Wall Street Reform and Consumer...more

August 2016: Circuit Courts Align to Shield SEC Administrative Proceedings from Collateral Constitutional Attack

In response to the financial crisis of the late 2000s, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010. Previously the SEC could pursue civil penalties only against...more

D.C. Circuit Rejects Challenge to Appointment of SEC ALJs

by Dorsey & Whitney LLP on

While the Commission’s venue selection determinations have been repeatedly challenged, each of the decisions in favor of the agency at the circuit court level has failed to reach the merits of the Constitutional claim....more

The European, Middle Eastern and African Investigations Review 2016: United Kingdom: handling internal investigations

by WilmerHale on

With so much potentially at stake, the initial steps and strategic decisions taken in any company investigation are critical to setting the tone for a focused, credible and effective inquiry. This is paramount not only for...more

Hill v. SEC: Eleventh Circuit Buries District Court Challenges to the Constitutionality of SEC Enforcement Actions

by Carlton Fields on

Last week, the United States Court of Appeals for the Eleventh Circuit held that a district court cannot hear constitutional challenges to an ongoing administration enforcement action of the U.S. Securities and Exchange...more

Second Circuit Rejects Challenge to SEC Venue Decision

by Dorsey & Whitney LLP on

The second circuit joined the two other circuits which have rejected challenges to the SEC’s venue selection decisions, concluding that district courts do not have jurisdiction to hear the suits presenting the question while...more

Will Supreme Court Hear A Challenge to SEC Venue Decisions?

by Dorsey & Whitney LLP on

The SEC continues to prevail in actions brought challenging its venue selections. On March 28, 2016, the Supreme Court denied a request for a writ of certiorari in Bebo v. SEC, 799 F. 3d 765 (7th Cir. 2015). Ms. Bebo’s case...more

SEC Administrative Law Judges Ruled Unconstitutional

by Dorsey & Whitney LLP on

A recent decision from the U.S. District Court for the Southern District of New York concludes that the manner in which Administrative Law Judges (“ALJs”) of the U.S. Securities and Exchange Commission (“SEC”) are appointed...more

SEC Again Rejects Constitutional Challenges to Administrative Enforcement Proceedings

The Securities and Exchange Commission again rejected constitutional challenges to the use of administrative enforcement proceedings presided over by Administrative Law Judges (“ALJs”). The Commission’s September 17, 2015...more

The Fundamental Distinction Overlooked By The SEC

by Allen Matkins on

Yesterday marked the close of the comment period on the SEC’s proposed incentive compensation clawback rules.  You can read my comments here.  The proposed rules are fundamentally flawed because the SEC failed to recognize...more

Second Circuit Expands Protections for Internal Whistleblowers

As we forecast in our August 2015 post, “The SEC’s Interpretative Guidance on Internal Whistleblowing Under the Dodd-Frank Act,” a federal court of appeals today issued a decision in line with the U.S. Securities and Exchange...more

SEC Rejects Constitutional Challenge to Administrative Proceeding

The Securities and Exchange Commission joined the raging debate about whether SEC administrative proceedings conducted by administrative law judges (“ALJs”) are unconstitutional if the ALJs have not been appointed in...more

DOJ Loses Argument for FCPA Jurisdiction Based Merely on Accessory Liability

by King & Spalding on

A U.S. District Court has rejected the Justice Department’s attempt to assign FCPA liability to a foreign citizen based on the “accomplice liability” theory sketched out in DOJ’s public guidance. On August 13, 2015, the...more

Challenges to SEC Forum Selection Decisions

by Dorsey & Whitney LLP on

Two cases challenging the SEC’s use of administrative proceedings based on the Constitution’s Appointment Clause are headed for the Circuit Courts. One, Duka v. SEC will be considered by the Second Circuit. A second, Hill v....more

"DC Circuit Dismisses Challenge to SEC Rule 206(4)-5"

On August 25, 2015, the U.S. Court of Appeals for the District of Columbia Circuit upheld the D.C. District Court’s dismissal of a challenge to Securities and Exchange Commission (SEC) pay-to-play Rule 206(4)-5 (the Rule) and...more

DC Circuit Court Rejects Challenge to SEC Pay-to-Play Rule

The DC Circuit Court has rejected an effort by the New York and Tennessee Republican Parties to set aside Securities and Exchange Commission Rule 206(4)-5. The 2010 SEC rule prohibits investment advisers from providing...more

Corporate & Financial Weekly Digest - Volume X, Issue 29

SEC to Consider Adoption of Pay Ratio Disclosure Rules at August 5 Opening Meeting - On July 29, the Securities and Exchange Commission, pursuant to a “Sunshine Act” notice, stated that it will hold an open meeting on...more

Regulators Issue Final Dodd-Frank Standards for Assessing Diversity Policies and Practices of Covered Entities in the Financial...

by Epstein Becker & Green on

On June 9, 2015, six federal agencies (“Agencies”) subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Act”) issued much-anticipated joint final standards (“Final Standards”) in accordance with...more

Planning For Qualified Dividend Income When Taking Foreign Companies Public - Tax Update Volume 2015, Issue 2

by Pepper Hamilton LLP on

Where Qualified Dividend Treatment Is Important, Serious Consideration Should Be Given to Ensuring the Company Is Eligible for Treaty Benefits Before Taking It Public. Dividends generally are taxed at ordinary income...more

Court Dismisses Challenge Of FINRA Arbitration Award For Lack Of Jurisdiction

by Carlton Fields on

In a case involving a FINRA arbitration between investors and their financial advisor, Judge Anita S. Brody of the United States District Court for the Eastern District of Pennsylvania found that she did not have the...more

Privacy & Cybersecurity Update - May 2015

In This Issue: - Second Circuit Rules Patriot Act Does Not Authorize Bulk Metadata Collection; Congress Reconsiders Certain Patriot Act Authorities - SEC Issues Cybersecurity Guidance for Investment Companies...more

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