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

SEC Radically Revamps Regulation A - Part 3

Reporting and Blue Sky Issues - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted...more

Massachusetts Moves to Block Regulation A+

The Secretary of the Commonwealth of Massachusetts has filed a petition for review of Regulation A+. The Secretary is asking that the rule be vacated because it is arbitrary, capricious and not in accordance with the...more

SEC Updates EDGAR for Regulation A+

The SEC has updated its EDGAR Filer Manual to document changes being made to accommodate Regulation A+ under the JOBS Act. EDGAR will be updated to add Regulation A submission form types DOS, DOS/A, DOSLTR, 1-A, 1-A/A,...more

Proxy Access – Week of May 17 – The Trend Is Less Clear

During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more

SEC Proposes Rules Affecting Funds and Advisers

Proposals would impose new disclosure requirements designed to enhance the SEC’s ability to monitor the industry. On May 20, the US Securities and Exchange Commission (SEC) unanimously approved proposals intended to...more

SEC Proposes Rules Imposing Additional Reporting and Recordkeeping Requirements for Investment Advisers

On May 20, 2015, the SEC announced proposals to modify and increase the amount of information that it collects from investment companies (“ICs”) and investment advisers (“IAs”) and to create new rules that impose additional...more

SEC’s Proposed SBS Rules on Cross-Border Security-Based Swap Activities

When the Securities and Exchange Commission (SEC) adopted final rules in June 2014 on the cross-border activities of security-based swap (SBS) dealers and major SBS participants, the SEC indicated that it would reserve the...more

Economic Downturn Week, Part I – Mapping of Your Internal Compliance Controls

This week I will present a series on steps that you can take in your compliance program if you find yourself, your company or your industry in an economic downturn. All of the recommendations I will make are ideas that have...more

Tea Leaves from AAG Caldwell on An Effective Compliance Program

The government is on a public relation campaign. Department of Justice and SEC officials have been making the rounds and giving important speeches on criminal prosecutions, cooperation and voluntary disclosure and ethics and...more

And Now Bad Actor Waivers for Forward-Looking Statements

The Securities Act (Section 27A(b)) and the Exchange Act (Section 21E(b)) exclude reliance on the safe harbor for forward-looking statements if, among other things, the statement is made with respect to an issuer that has,...more

Why Did BHP Billiton Settle an FCPA Case Including 7+ Year-Old Conduct?

Remember the Water Cube from the 2008 Olympics in Beijing? BHP Billiton has probably had reason to think about it recently. On Wednesday it settled an FCPA case with the SEC arising out of the company’s sponsoring the...more

On the Oregon Trail: the BHP Enforcement Action and High-Risk Hospitality

The settlers who took off on this Great Emigration on the Oregon Trail did not have anything in the way of a road map. Fortunately for the modern day anti-corruption compliance practitioner, you do have road maps that can...more

Is It Time to Switch Gears? Enforceability of Automotive Company Employee Confidentiality Restrictions

Given the large workforces and importance of intellectual property and trade secrets in the automotive industry, automotive companies rely heavily on confidentiality provisions in employment agreements and employee handbooks....more

SEC Equity Market Structure Advisory Committee: Assessing Complexity in the U.S. Equity Markets

On May 13, 2015, the Equity Market Structure Advisory Committee (the “EMSAC” or “Committee”) held its inaugural meeting (the “Inaugural Meeting”) at the Securities and Exchange Commission (the “Commission” or “SEC”) in...more

SEC’s Division of Investment Management issues new Cybersecurity Guidance

There’s certainly no shortage of media attention on data security breaches lately, and there’s a good reason for that: such breaches are at an all-time high. Against this backdrop of the ever-increasing risk of malicious...more

U.S. Money Market Fund Reform: Form N-CR and Related Website Disclosure Compliance Deadline Quickly Approaching

The July 14, 2015 compliance date for certain new money market fund reporting and disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC) is quickly approaching. In particular, money market funds...more

U.S. SEC Approves Proposals to Modernize Reporting Requirements for Registered Investment Companies and Registered Investment...

The U.S. Securities and Exchange Commission (SEC) today unanimously approved proposals (Proposals) to modernize the reporting of information provided by registered investment companies (funds) and registered investment...more

Financial Services Weekly News Roundup - May 2015 #3

SEC Proposals to Enhance Investment Company and Investment Adviser Reporting: As we went to press, the SEC commissioners announced that they had voted to approve two proposals. The first was for new and amended rules and...more

SEC Radically Revamps Regulation A - Part 2

Contents of Offering Statement - For many years, SEC Regulation A languished as an exemption from registration that nobody really used. Although securities issued in a Regulation A offering are not “restricted...more

Does the SEC Want Issuers to Self-Report Everything?

Andrew Ceresney, Director, SEC Division of Enforcement delivered remarks at a conference where he addressed the SEC’s cooperation program. Much of the focus was on the benefits of self-reporting and cooperation in...more

Must the "Maker" of a False Statement have "Ultimate Authority" over that Statement to be Subject to Liability for Securities...

This case involved a civil enforcement action by the Securities and Exchange Commission (SEC) against certain public relations companies and their principals, alleging violations of—among other things—Section 17(a) of the...more

SEC Chief Accountant Will Not Recommend Adoption of IFRS in US

In May 7 remarks at Baruch College, SEC Chief Accountant James Schnurr appeared to acknowledge what many have expected for some time—it is unlikely the SEC will mandate the incorporation of International Financial Reporting...more

Compliance Week 2015 Wrap Up

Compliance Week 2015 has ended. This year was the tenth anniversary of the annual conference and in many ways I found it to be the best one yet. Matt Kelly and his team put together a conference and experience, which was...more

CFTC and SEC Issue Final Interpretation Regarding Forward Contracts with Embedded Volumetric Optionality - May 2015

On May 12, 2015, the Commodity Futures Trading Commission (“CFTC”) and Securities and Exchange Commission (“SEC”) jointly issued the CFTC’s final interpretation clarifying its interpretation concerning forward contracts with...more

SEC Charges Australian Mining Company for FCPA Violations Arising from Its Hospitality Program at the 2008 Beijing Olympics

On May 20, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced a $25 million settlement with Australian mining company BHP Billiton (the "Company") to resolve Foreign Corrupt Practices Act (“FCPA”) charges...more

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