Securities Act

News & Analysis as of

Revised Capital Markets Act: Civil Damages for Insider Trading Revisited

The recently released revised consultation draft of the Capital Markets Act (CMA) for the proposed Cooperative Capital Markets Regulatory System (Cooperative System) includes noteworthy revisions to the definition of...more

BDC Bill Approved by Financial Services Committee

On November 4, 2015, the House Financial Services Committee voted 53-4 in favor of HR 3868 sponsored by Congressman Mulvaney. Among other things, the bill would make needed changes to the Securities Act that would bring the...more

California District Court Holds Class Action Alleging Securities Act Claims Not Removable Under SLUSA

The United States District Court for the Northern District of California recently clarified the criteria for removal of a securities class action filed in state court under the Securities Act of 1933, 15 U.S.C. §§ 77a, et...more

SEC Finally Adopts Federal Crowdfunding Rules: All That Glitters May Not Be Gold

On October 30, 2015, the Securities and Exchange Commission (“SEC”), by a 3-1 vote, adopted the long-anticipated final rules permitting federal crowdfunding (“Title III Crowdfunding”), providing a potentially attractive...more

Investment Management Update - October 2015

Below is a summary of recent investment management developments that affect registered investment companies, private equity funds, hedge funds, investment advisers, and others in the investment management industry. Schwab...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

New Jersey Resident Charged with Securities and Wire Fraud

On October 1, the U.S. Attorney for the Southern District of New York filed a complaint against New Jersey fund manager William J. Wells charging him with running a “Ponzi” scheme which raised over $1.5 million from...more

Securities Claims Based on Item 303 of Regulation S-K: It Just Doesn’t Matter

In January 2015, the Second Circuit held in Stratte-McClure v. Morgan Stanley, 776 F.3d 94 (2nd Cir. 2015), that Item 303 of Regulation S-K imposes a duty to disclose for purposes of Section 10(b), meaning that the omission...more

SEC Updates Compliance and Disclosure Interpretations for Legacy Deals

On September 16, the SEC released its updated compliance and disclosure interpretations for the rules adopted under Regulation AB, the Securities Act and the Exchange Act. Among others, the updated interpretation clarified...more

New Volcker Rule FAQs: Market Making and CEO Certifications

Two new Volcker Rule FAQs have been issued. One FAQ addresses a bank’s market making activities. Amongst other things, the FAQ affirms that for purposes of meeting the final rule’s exemption for market-making, a...more

The World in US Courts - Orrick's Quarterly Review of Decisions Applying US Law to Global Business and Cross-Border Activities:...

We are pleased to announce the Summer 2015 issue of The World in US Courts: Orrick's Quarterly Review of Decisions Applying US Law To Global Business and Cross-Border Activities. This issue discusses 13 new decisions that...more

SEC Expands its Focus in the Municipal Bond Market, Bringing First-Ever Charges Against an Underwriter for Pricing Violations...

Coming on the heels of the SEC’s first wave of settlements with underwriters as part of its Municipalities Continuing Disclosure Cooperation (“MCDC”) initiative, the agency has brought yet another precedent-setting...more

States File First Brief in Regulation A+ Challenge

Montana and Massachusetts have filed their first brief in their Regulation A+ challenge. They are not happy because Tier 2 offerings under Regulation A+ preempt state review of the offering. Under the text of the rule Tier 2...more

DC Circuit Tosses Republican’s Challenge to Adviser Pay-to-Play Rule

The District of Columbia Circuit Court of Appeals Tuesday rejected a challenge to the SEC’s investment-adviser pay-to-play rule, holding that two state Republican Party organizations filed it almost four years too late....more

5th Circuit Revives FDIC’s Suit Against Goldman, Deutsche Bank, and Royal Bank of Scotland

On August 10, 2015, the Fifth Circuit revived a securities fraud suit brought by the Federal Deposit Insurance Corporation (“FDIC”) as receiver for Guaranty Bank against Goldman Sachs & Co., Deutsche Bank AG, and the Royal...more

SEC Explains How to Form a Pre-Existing Relationship Using the Internet; New CDI’s Issued

The SEC granted no-action relief to Citizen VC, Inc. which appears to state, although subject to facts and circumstances, a pre-existing relation can be formed with a person that first contacts a seller of securities over the...more

SEC Adopts Final Pay Ratio Rule – A Comprehensive Summary

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

Federal Court Holds Neither Janus, Nor Statute of Limitations Shields Alleged “Pump-And-Dump” Fraudsters From Civil Liability in...

In another example of the limits to which defendants may successfully rely on the Supreme Court’s decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011), earlier this summer, District Judge...more

The Alberta Securities Commission Imposes Important New Obligations for Recipients of Production Demands

The Alberta Securities Commission (ASC) has always had the power to compel Registrants, Reporting Issuers, and others to produce records in the course of an investigation. Section 93.4 of the Securities Act (Alberta) has also...more

SEC Amends Private Placement Rules to Remove the Ban on General Solicitation

On July 10, 2013, the SEC adopted rules that eliminate the longstanding prohibition against the use of general solicitation and general advertising in private offerings made in reliance on Rule 506 of Regulation D under the...more

North Carolina Securities Act Claims Take Shape In The Business Court

There is little case law under the North Carolina Securities Act. But last week, in NNN Durham Office Portfolio 1, LLC v. Highwoods Realty Limited Partnership, 2013 NCBC 12, Judge Gale took several steps into that uncharted...more

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