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

Desktop Reference Guide: Summary of Section 16 Rules

This is a summary only. Due to the complexity of Section 16, please consult with us regarding the application of Section 16 to your particular circumstances. Please see full Reference Guide below for more information....more

Blog: House Hearing On Conflict Minerals Rule: A Mixed Bag

At a hearing last week before a subcommittee of the House Financial Services Committee, the members heard testimony regarding the Dodd-Frank conflict minerals provision. The Chair expressed concern that the provision was...more

SEC Once Again Sanctions The CCO of An Investment Advisory Firm

On November 19, 2015, the SEC announced a settlement with investment advisory firm Sands Brothers Asset Management, LLC for violating the Custody Rule, SEC Rule 206(4)-2, which requires that registered investment advisers who...more

2015 Proskauer Annual Review and Outlook for Hedge, Private Equity and Other Private Funds

Proskauer has released the 2015 Proskauer Annual Review and Outlook for Hedge, Private Equity and Other Private Funds. The 88-page report is a summary of significant legal changes and developments in the private funds space...more

Four Things Companies Should Know About the SEC’s 2015 Whistleblower Report

The SEC recently published data showing significant increases in tips received under its Dodd-Frank Whistleblower Program. Released on November 16, the 2015 annual report also provided important guidance to companies on the...more

Small Business Securities Bulletin: SEC Adopts Long-Awaited Crowdfunding Rules

A periodic bulletin keeping small businesses informed about current developments in securities law and related matters. By way of background, pursuant to Section 5 of the Securities Act of 1933 (Securities Act) and state...more

SEC Issues Report on Increasing Use of Outsourced Chief Compliance Officers

In November 2015, the Securities and Exchange Commission (SEC) released its Outsourced CCO Initiative Report. The report addressed the increased trend of outsourcing compliance activities to third-party consultants within the...more

Victim of Fraud Sued for Fraud

On November 16, 2015, the Securities and Exchange Commission (SEC) sued an investment adviser, Virtus Investment Advisers, Inc., who had hired another adviser, F Squared Investments, Inc., to sub-advise certain mutual funds...more

SEC Reports on Dodd-Frank Whistleblower Program

On November 16, the SEC’s Office of the Whistleblower (OWB) issued its 2015 annual report to Congress on its Whistleblower Program established pursuant to Dodd-Frank. According to the report, in Fiscal Year 2015, the OWB...more

Financial Services Weekly News - November 2015 #4

Regulatory Developments - SEC Proposes Amendments to Regulation ATS to Shine a Light on Dark Pools: On Nov. 18 the SEC announced that it had issued Release No. 34-76474 proposing amendments to Regulation ATS,...more

Upping the Ante: Cybersecurity, the SEC and the Perils of Being Unprepared

The U.S. Securities and Exchange Commission is finally getting serious about cybersecurity – and for good reason. If the ever-growing business and headline risks aren’t enough to scare investment advisers and broker-dealers...more

Employers’ Thanksgiving Plans Should Include Cyber Monday Prep: Are Your Computer Policies Up to Date?

No online shopping day is bigger than Cyber Monday. According to the National Retail Federation, an estimated 127 million people shopped on Cyber Monday last year—significantly more than the estimated 87 million in-store,...more

Blog: Will The SEC Finally Provide Some Relief From The Nearly Incomprehensible Proxy Statement Requirement For A New Plan...

Keith Higgins, Director of Corp Fin, hinted that he might be giving us a welcome gift in the future: a revision of Item 10 of Schedule 14A, the proxy statement – in my view, a component of the disclosure rules that has too...more

Baby You Can Drive My Car… Or Corporate Jet: SEC Scrutiny of Executive Compensation Perks Disclosures

The SEC continues to focus on accounting and disclosure violations, including in the area of executive perks disclosure in corporate proxy statements. In the past year, the SEC brought two enforcement cases against executives...more

SEC Proposes Rules to Enhance Transparency and Oversight of Alternative Trading Systems

On November 18, the Securities and Exchange Commission proposed a rule to enhance operational transparency and regulatory oversight of alternative trading systems (ATSs) that trade stocks listed on a national securities...more

SEC Commissioner Piwowar Speaks at Current Financial Reporting Issues Conference

On November 16, Securities and Exchange Commissioner Michael Piwowar addressed the 34th Annual Current Financial Reporting Issues Conference in New York to share his views on the current and future state of financial...more

Forward to The Past: NYSE Returns to Regulation

Everything old is new again. On January 1, 2016, the New York Stock Exchange (“NYSE”) – now owned by Intercontinental Exchange, Inc. – will be taking back some of the regulatory responsibilities it yielded to the Financial...more

Bridging the Week - November 2015 #4

Deputy US Attorney General and SEC Enforcement Head Warn Corporate Individual Wrongdoers to Beware - Deputy US Attorney General Sally Quillian Yates provided further insight into the Department of Justice’s new emphasis...more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

SEC Provides Guidance on Exclusion of Shareholder Proposals Under the “Ordinary Business” and “Direct Conflict” Exclusions of Rule...

On October 22, 2015, the staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which addresses issues related to shareholder proposals that conflict with a company’s own proposal or...more

Addressing Climate Change in SEC Filings and Other Public Disclosures: What These Disclosures Mean for Businesses

Regulatory agencies are focusing on required climate change-related disclosures in securities filings and other public disclosures, seeking to ensure not only that such disclosures are made, but also that they are supported...more

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

Summary: The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code...more

SEC Proposes Rules Requiring Public Disclosure of Operations and Activities of Alternative Trading Systems, Broker-Dealer...

On November 18, 2015, the Securities and Exchange Commission (“SEC”) issued Release No. 34-76474 (the “Proposing Release”) in which the SEC proposed rules designed to enhance operational transparency and regulatory oversight...more

SEC Secures Freeze Order In Nursing Home Offering Fraud

The SEC charged a 25 year veteran of the nursing home and retirement community business with offering fraud. The defendant has been involved multiple offerings, raising over $190 million. SEC v. Brogdon, (D. N.J. November 20,...more

SEC Sanctions Adviser, Executives and CCO for Custody Rule Violation – Again

On November 19, 2015, the SEC sanctioned a registered investment adviser, its two owners, and a former chief compliance officer for violating the Advisers Act “custody rule” after previously settling similar charges and...more

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