Securities

News & Analysis as of

Labels Can Be Misleading: General Partnership Interests As Securities

In a previous article titled “Are Membership Interests in LLCs Securities Under Oregon Law?”, we considered the application of investment contract theory to determine whether interests in member-managed limited liability...more

SEC Explains How To Use Twitter And Absolves Issuers Of Retweets

Certain rules under the securities laws require certain communications be accompanied by legends. The length of the legend meant that Twitter could not be used because the 140 character limit would be exceeded. ...more

D&O Discourse Authors Davis and Greene to File Amicus Brief in Omnicare Case

My partner Claire Loebs Davis and I are honored to be working with Washington Legal Foundation on a U.S. Supreme Court amicus brief in the Omnicare securities class action. Omnicare concerns what makes a statement of opinion...more

Closed End Funds

The Financial Industry Regulatory Authority (“FINRA”) has, in recent months, increased its regulatory focus on investor awareness regarding closed-end funds (“CEFs”). In October of last year, FINRA issued an Investor Alert...more

EB-5 Visas: a Source of Funding for US Businesses but not Without Risk

China’s wealthy investors are known for seeking secure havens for their money overseas. In addition to being considered a secure environment for their money, the US offers the EB-5 program providing the investor and his or...more

IRS Hits the “Pause” Button on PTP Rulings

Recently it has become standard operating procedure for the Internal Revenue Service (“IRS”) to declare moratoriums on the issuance of private letter rulings (“PLR”) in certain areas. These temporary (or, in certain cases,...more

The Complexities of the USPTO Proposed Attributable Ownership Rules

The USPTO proposed attributable ownership rules would require the public disclosure of the “attributable owner” of patent applications and patents. As discussed in this article, the proposed definition of “attributable owner”...more

SEC Files Settled Financial Fraud Actions

The SEC filed financial fraud actions against drug store giant CVS Caremark Corporation and its Retail Controller, Laird Daniels, CPA. CVS was charged with “intentional misconduct” based on alleged violations of Exchange Act...more

UAE Securities Regulator Introduces Prohibition on Unlicensed Investment Management Activities for Non-Licensed Firms in the UAE

In August 2012, the UAE Securities and Commodities Authority (“SCA”) introduced a new regulatory framework governing the marketing and sale of foreign funds to investors in the United Arab Emirates (the “UAE”). This was...more

Tenth Circuit Looks Past “General Partnership” Labels in Agreements to Determine Whether Certain Investments Constitute...

In SEC v. Shields, No. 12-1438, 2014 U.S. App. LEXIS 3369 (10th Cir. Feb. 24, 2014), the United States Court of Appeals for the Tenth Circuit reversed the district court’s order granting defendants’ motion to dismiss, holding...more

My Lawyer’s Not Licensed? The Unlicensed Practice Of Law In Arbitration And Mediation Of Securities Disputes

As an investor, you should perform due diligence prior to having an out-of-state attorney represent you in a securities dispute. In an era where social media provides multiple channels for the advertising of an attorney’s...more

Halliburton And The Future of Securities Class Actions: Part I

On Wednesday, March 5, 2014 the Supreme Court will hear argument in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317. The case has the potential to rewrite the rules for how securities class actions are brought. This...more

Securities Regulator “Surprised and Offended” By SEC’s Regulation A+ Proposal

Section 401 of the JOBS Act directs the Securities and Exchange Commission to adopt rules exempting offerings of up to $50 million of securities annually from the registration requirements of the Securities Act of 1933, as...more

Credit Suisse Admits Securities Law Violations

Another example of the Commission’s new and evolving ad hoc admissions policy emerged from the settlement of an administrative proceeding with Credit Suisse Group AG. In the Matter of Credit Suisse Group AG, File No. 3-15763...more

FINRA Announces Its Largest AML Fine, Suspends Securities Firm’s Former Compliance Officer

On February 5, FINRA announced its largest ever fine for alleged AML-related violations. The self-regulatory agency ordered a securities firm to pay $8 million for allegedly failing to (i) implement an adequate AML program to...more

Extension of Exemptions for Security-Based Swaps

On February 5, the SEC extended interim final rules that exempt security-based swaps that were security-based swap agreements prior to July 16, 2011, and are defined as “securities” under the Securities Act and the Exchange...more

SEC Prevails Following Two Week Jury Trial

The SEC prevailed in a jury trial against hedge fund manager Marlon Quan and his entities in a case tied to the massive Petters Ponzi scheme. Mr. Quan and Acorn Capital Group, LLC and Stewardship Investment Advisors, LLC...more

Green v. CIBC: Court Of Appeal Revisits Limitation Period For Secondary Market Securities Class Actions And Limits Common Law...

Overview - The Court of Appeal for Ontario’s recent decision in Green v. Canadian Imperial Bank of Commerce(“Green”) is significant in two respects. First, the Court clarified the limitation period applicable to...more

Court of Appeal Addresses Outstanding Issues in Securities Class Actions - Green v Canadian Imperial Bank of Commerce

Ontario's statutory regime for secondary market liability came into effect in 2006 as a result of amendments to the Securities Act (Ontario) (the OSA), creating a statutory cause of action for deficient market disclosure....more

Mandatory Electronic Filing of Certain Documents with the OSC

The Ontario Securities Commission (OSC) recently announced the adoption of OSC Rule 11-501, Electronic Delivery of Documents to the Ontario Securities Commission (Rule). The Rule mandates electronic filing (via an online web...more

California Finders Bill Moves To Senate on 73-1 Vote

Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”. Here in California, the legislature is considering a bill, AB 713 (Wagner) that would...more

This Plaintiff Dreamed Of Shares That Never Were

It’s hard for me to imagine being the owner of something that doesn’t exist. It’s even harder to imagine being the owner of something that doesn’t exist. Hardest of all is imagining being the equitable owner of something...more

Mark Your Calendars: Key Compliance Dates for Advisers

It’s hard to believe that January is almost over and 2013 just a blur. With matching speed, many of the compliance milestones that an investment adviser faces are fast approaching, and a compliance calendar with the key...more

Second Circuit: Insider Trading Duty is Federal Common Law

The Second Circuit Court of Appeals concluded that an Exchange Act Section 10(b) claim for insider trading in a private damage action is based on federal law and applies to the purchase of shares of a delisted company by...more

Halliburton: Is the Fix as Basic as Alleging Omissions under Affiliated Ute? Or Is That Too Cute?

Even the most experienced securities defense attorneys regularly summarize Rule 10b-5(b) as creating a cause of action for “false or misleading statements and omissions of material fact.” Courts –including the Supreme Court...more

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