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

Rooting Out Conflict Minerals

If your company manufactures consumer electronics, avionics, or any product incorporating even trace amounts of gold, coltan, cassiterite, or wolframite— including their derivatives, tantalum, tin, and tungsten—you may need...more

Will You Still Be An “Accredited Investor”?

The Securities and Exchange Commission (SEC) is considering changing the accreditation standards used to determine eligibility of investors to participate in private offerings. The current definition of accredited investor...more

Private Fund Update - July 2014 #2

In this issue: - The 113th Congress - The Administration - Securities and Exchange Commission - Association for Corporate Growth (ACG) - Small Business Investor Alliance (SBIA) -...more

Expect Focus - Catching The Next Wave, Regulatory and Litigation Developments - Volume II, Spring 2014

In This Issue: - IN THE SPOTLIGHT ..Private Equity: The Next Wave of SEC Enforcement Actions? - LIFE INSURANCE ..How to Fight a STOLI Scheme: Court Rulings Offer Clues ..STOA Schemes Face...more

Financial Services Committee Hearing May Provide Insights

This Thursday, July 24th, the Capital Markets and Government Sponsored Enterprises Subcommittee will hold a hearing with Keith Higgins, Director of the SEC’s Division of Corporation Finance, to review the SEC’s rule proposals...more

SEC Efforts To Compel SIPIC Coverage For Stanford Victims Rejected

The D.C. Circuit rejected efforts by the SEC to compel the Securities Investor Protection Corporation to liquidate a broker-dealer that was part of the Stanford Ponzi scheme empire. The investors had purchased CDs from an...more

Code of Conduct, Compliance Policies and Procedures-Part I

For the remainder of this week, I will have a four-part episode on your Code of Conduct and anti-corruption compliance policies and procedures. In today’s post I will review the underlying legal and statutory basis for the...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

Investing in Georgia: Economic Development Newsletter - July 2014

Welcome to King & Spalding's economic development news bulletin, Investing in Georgia. In this edition, you will find: - Election coverage, including analysis of recent gains and losses by Tea Party candidates -...more

The Clock is Ticking on the SEC’s MCDC Initiative - Limited Self Reporting Window Closes September 9, 2014

The U.S. Securities and Exchange Commission (the “SEC”) has announced its Municipalities Continuing Disclosure Cooperation Initiative (the “MCDC Initiative”) for municipal issuers, conduit borrowers, other obligated persons...more

Reminder: September 9th Effective Deadline for Issuers and Underwriters to Participate in SEC’s Municipalities Continuing...

If your organization has participated in a municipal bond or other municipal security financing in the past five years, you should be aware of the Securities and Exchange Commission’s (“SEC”) Municipalities Continuing...more

SEC IM Staff Issues Guidance on Proxy Voting Responsibilities of Investment Advisers

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management (IM) and Corporate Finance (CF) released a staff legal bulletin (Bulletin) on June 30, 2014, covering various issues involved with proxy...more

New FINRA Supervision Rules May Require Immediate Action

The SEC approved FINRA’s major reworking of its rules governing broker-dealers firms’ supervision of their offices and associated persons. Firms must comply with the new rules by December 1, 2014. This may require some firms...more

SEC Continues to Focus on Microcap Fraud

Microcap fraud is a continuing enforcement priority for the SEC. Last week, for example, the Commission brought an action centered on what would have been a pump and dump scheme but for the fact that the shell company was...more

Fair Valuation and Mutual Fund Directors: The Great Valuation Divide and Its Implications

The 1940 Act’s requirements for valuing portfolio securities may be summarized as follows: the board of directors must determine, in good faith, the fair value of every portfolio security for which a market quotation is not...more

Examples of Social Media in M&A Transactions

In April 2014, the SEC provided guidance on the use of social media in M&A and other contexts. Companies have begun to cautiously make use of the guidance but the flood gates haven’t exactly opened....more

Status Updates - July 2014 #8

..The average millennial checks his or her smartphone 45 times a day and learns about news online primarily through Facebook and Twitter, according to a new survey. Search engines and email, the “more traditional” venues,...more

SEC Issues Interpretive Advice About Verification Safe Harbors Under Rule 506(c)

The availability of the private placement exemption under SEC Rule 506 depends in large measure upon determinations that purchasers are “accredited investors” under the rules. Where there is no general solicitation, Rule...more

This Week In Securities Litigation (Week ending July 18, 2014)

The SEC’s insider trading probe regarding the House Ways and Means Committee and a senior staff member, also involves 44 investment funds and other entities, according to a Bloomberg news report citing recently filed court...more

Guidance Provides Path Forward for Accredited Investor Verification

As mandated by Congress in Section 201(a) of the Jumpstart Our Business Startups Act, in July 2013 the Securities and Exchange Commission (SEC) amended Rule 506 under Regulation D of the Securities Act of 1933, creating a new...more

U.S. Brokers Doing Business Overseas

Recently, regulators have made inquiries about the lawfulness of U.S. brokerage firms soliciting foreign clients. The regulators want to know under what exemptions or rules U.S. firms can do business overseas. This is a new...more

SEC Adopts First Installment of Rules for Cross-Border Security-Based Swap Activity

On June 25, 2014, the Securities and Exchange Commission (SEC) re-started its rulemaking for security-based swaps (SBS) under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act")...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

Small SEC Steps Toward a Uniform Fiduciary Standard?

Securities and Exchange Commission Chair Mary Jo White has directed the Commission’s staff to prepare a document that outlines all alternative approaches the SEC could take to proposing fiduciary rules applicable to...more

Supreme Court Protects Whistleblowing Employees of Mutual Fund Adviser

Whistleblowing law continues to develop, with a recent U.S. Supreme Court decision holding that, despite ambiguous statutory language, the Sarbanes-Oxley Act of 2002 protects employees of private companies serving as...more

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