Securities & Exchange Commission

The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and... more +
The United States Securities and Exchange Commission was created in 1934 in response to the Great Stock Market Crash of 1929. The Commission was created to protect investors, ensure fairness in the market, and encourage capital formation. The Commission is headed by five presidentially-appointed Commissioners who oversee the Commission’s five divisions: Division of Corporation Finance, Division of Trading and Markets, Division of Enforcement, Division of Investment Management, and the Division of Risk, Strategy and Financial Information.  less -
News & Analysis as of

Structured Thoughts: News for the financial services community, Volume 7, Issue 2

Is There a Standard Form of Rule 144A Representation Letter? - My file of Rule 144A representation letters has been growing fatter, and I‘m not sure why. I would have hoped that by now there would be just one great...more

SEC Names Jane Jarcho Deputy Director of National Exam Program

On February 3, the SEC named Jane Jarcho Deputy Director of its Office of Compliance Inspections and Examinations (OCIE). Jarcho will continue to serve as the National Director of the OCIE’s Investment Adviser/Investment...more

Regulation Crowdfunding – Funding Portals and Other Crowdfunding Intermediaries

Title III of the Jumpstart Our Business Startups Act (JOBS Act) created a new securities registration exemption for crowdfunding offerings by adding Section 4(a)(6) to the Securities Act of 1933 (the Securities Act). In late...more

Another SEC Insider Trading Case As An Administrative Proceeding

The SEC filed another settled insider trading case. In the Matter of Abdallah Fadel, Adm. Proc. File No. 3-17111 (February 10, 2016). While the case is straight forward, what may be of interest is the fact that it is the...more

Misconduct in the C-Suite: SEC Settles FCPA Case with CEO

The SEC is setting its sights on individual prosecutions. Both the Justice Department and the SEC have reiterated the importance of prosecuting individuals. DOJ’s Yates Memorandum promises to deliver an increase in civil and...more

SEC Approves FINRA Portal Rules, Forms for Crowdfunding Under Title III

The U.S. Securities and Exchange Commission (SEC) approved the Financial Industry Regulatory Authority, Inc.'s (FINRA) crowdfunding Portal Rules for companies that want to operate an intermediary “funding portal” pursuant to...more

FINRA and SEC Identify Areas of Focus and Examination Priorities for 2016

Each year, FINRA and the SEC publish their priority letters explaining areas of focus for the upcoming year. The priorities reflect practices and/or products that are perceived to present either heightened risk to investors,...more

The SEC, Insider Trading and the Super Bowl

Perhaps the SEC is developing a sense of ironic timing. The day after the Super Bowl the Commission filed an insider trading action. The conversations which are the predicate for the alleged illegal securities trades began in...more

It’s Time Again (sigh) for Conflict Minerals

Year three of conflict minerals reporting is fast approaching, with Form SD filings due on May 31st. The good news, and the bad news, is that not much has changed since last year....more

A Conversation with Chair White

Chair White spoke at the Annual Securities Regulation Institute in San Diego last week and participated in a Q&A session. We have highlighted below commentary on topics of interest to our readers....more

Private Equity Fund Managers: Annual Compliance Reminders and New Developments

Summary of private equity firms’ compliance obligations, discussion of notable developments in 2015 and outlook for 2016. US federal laws and regulations, as well as the rules of self-regulatory organizations (SROs),...more

SEC Approves FINRA’s Funding Portal Rules

On January 22, the Securities and Exchange Commission approved the Financial Industry Regulatory Authority’s funding portal rules and related forms for entities functioning as SEC-registered funding portals pursuant to...more

Update on the SEC's MCDC Initiative

Many issuers and other obligors of tax-exempt bonds (Issuers) have asked about the status of the Municipalities Continuing Disclosure Cooperation initiative (MCDC). Much attention has been directed to the February 2,...more

Blog: Want To Increase Company Performance? Increase The Proportion Of Women In Corporate Leadership

So says a new study from the Peterson Institute for International Economics. The results suggest that the presence of women in corporate leadership positions may improve firm performance and that “the magnitudes of the...more

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds....more

Blood on the Tracks Hits No. 1 and the Lessons Learned from SciClone

On this week in 1975, Bob Dylan’s 15th studio album, Blood on the Tracks, reached the Number 1 album slot on the Billboard charts. This was in spite of no song rising above the 31st slot on the single charts. It came out in...more

An SEC investigation: to disclose, or not disclose?

In a recent decision, the Ninth Circuit addressed for a second time the question of whether an issuer’s disclosure of a Securities and Exchange Commission investigation can provide a sufficient basis for a plaintiff to plead...more

Court Of Chancery Explains When Disclosures Required Absent A Stockholder Vote

This is an interesting decision for two reasons. First, it explains when directors might have a duty to cause the company to make disclosures to the stockholders about transactions that do not require the stockholders’ vote....more

Germany-Based Software Company Settles Bribery Case with SEC for $3.7 Million

On February 1, the SEC agreed to a $3.7 million settlement with a Germany-based software company regarding allegations that it violated the FCPA regarding the payment and offer of bribes to senior Panamanian government...more

NASDAQ Proposes Rule Requiring Disclosure of “Golden Leash” Arrangements

On January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements. “Golden leash”...more

Bank Executives, Board Members Hit With SEC Fraud Charges

Why it matters - A group of bank executives and board members were hit with fraud charges by the Securities and Exchange Commission (SEC), with the agency accusing the defendants of engaging in a scheme to mislead...more

Same Plaintiff Files New Complaint to Force SEC to Act on Rulemaking Petition Regarding Political Contributions

The United States District Court for the District of Columbia recently dismissed Stephen M. Silberstein’s complaint to mandate the SEC to adopt rules regarding disclosure of political contributions. Among other things, the...more

SEC-USAO Bring Insider Trading Case That is “Newman-Proof”

When anyone discusses insider trading these days Newman invariably becomes a key topic. Prosecutors decry the decision and its tipping standard. Little doubt why. It has been offered as a defense in innumerable cases. A...more

California-Based Pharmaceutical Company Settles with SEC Regarding FCPA Offenses in China

On February 4, the SEC settled FCPA allegations with a California-based pharmaceutical company with a cease and desist order finding that the company violated the FCPA’s anti-bribery, books and records, and internal controls...more

SciClone Pharmaceuticals: A Textbook Case of FCPA Violations for Gifts, Meals, Entertainment and Travel

The Securities and Exchange Commission continues its steady march as the prominent FCPA enforcement agency against corporations.  The Justice Department has not brought any enforcement actions this year and continues to...more

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