News & Analysis as of

Securities Exchange Act

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -

SEC Proposes to Add New Reporting Events to the Municipal Disclosure Rule

by Hinshaw & Culbertson LLP on

On March 15, 2017, the U.S. Securities and Exchange Commission (SEC) published for public comment proposed amendments to the Municipal Disclosure Rule, Rule 15c2-12 under the Securities Exchange Act of 1934. The proposed...more

Capital Markets & Public Companies Quarterly: New Developments in 2017

by McDermott Will & Emery on

The first quarter of 2017 saw quite a few new developments in the Capital Markets & Public Companies regulatory landscape. President Trump’s nominee to be the new Chair of the Securities and Exchange Commission (SEC), Jay...more

SEC Approves T+2 Settlement

by Dechert LLP on

The U.S. Securities and Exchange Commission (SEC) on March 22, 2017 adopted amendments to Rule 15c6- 1(a) under the Securities Exchange Act of 1934 (Exchange Act), to shorten the standard settlement cycle for securities...more

SEC Adopts JOBS Act Amendments to Forms and Rules, EGC, and Crowdfunding Inflation Adjustments

by Alston & Bird on

On March 31, 2017, the Securities and Exchange Commission (SEC) adopted technical amendments to several rules and commonly used forms, including Forms S-1, S-3, and S-4 under the Securities Act and Forms 8-K, 10-Q, and 10-K...more

The Supreme Court Agrees to Decide Whether a Failure to Disclose Known Trends and Uncertainties Under Item 303 of SEC Regulation...

by Alston & Bird on

On March 27, 2017, the U.S. Supreme Court granted a petition for writ of certiorari in Leidos v. Indiana Public Retirement System, et al., No. 16-581, and agreed to review the Second Circuit’s decision that Item 303 of SEC...more

Technical Amendments Under the JOBS Act Result in Changes to Cover Pages of Many Securities Act and Exchange Act Forms

by White & Case LLP on

On March 31, 2017, the Securities and Exchange Commission ("SEC") made a number of technical amendments to existing rules and certain Securities Act of 1933 ("Securities Act") and Securities Exchange Act of 1934 ("Exchange...more

Virgin Islands District Court Dismisses Securities Fraud Claims For Failure To Allege Falsity And Loss Causation

by Shearman & Sterling LLP on

On April 6, 2017, Judge Harvey Bartle III, sitting by designation in the United States District Court for the District of the Virgin Islands, dismissed a putative class action against Altisource Asset Management Corporation...more

Don’t Forget to Update the Covers of Your SEC Forms

On Wednesday, April 12, 2017, a final rule became effective that added two new “check box” items to the covers of Securities Act and Exchange Act forms relating to an issuer’s status as an emerging growth company (EGC)...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - SEC Adopts Jobs Act Amendments - On April 5, the Securities and Exchange Commission ("SEC") announced that it has adopted amendments to increase the amount of money companies can...more

SEC Provides Relief from Enforcement Actions Regarding Certain Portions of the Conflict Minerals Rule

On April 3, 2017, the District Court for the District of Columbia (the “District Court”) entered a final judgment (the “Final Judgment”) in the case of National Association of Manufacturers, et al., v. SEC. The Final Judgment...more

Supreme Court to Resolve Whether Failure to Disclose under Item 303 of SEC Regulation S-K Gives Rise to Securities Fraud Claims

by Carlton Fields on

On March 27, 2017, the Supreme Court granted certiorari in the case of Leidos Inc., f/k/a SAIC Inc. v. Indiana Public Retirement System, a securities fraud class action. The case will resolve a circuit split over whether a...more

The SEC’s Flawed Changes To Exchange Act Forms

by Allen Matkins on

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an “emerging growth company”. Recently, the...more

SEC Adopts Jobs Act Amendments

On April 5, the Securities and Exchange Commission (“SEC“) announced that it has adopted amendments to increase the amount of money companies can raise through crowdfunding to adjust for inflation. It also approved amendments...more

Utah District Court Limits Reach Of Morrison By Holding That Section 10(b) Of The Exchange Act And Section 17(a) Of The Securities...

by Shearman & Sterling LLP on

On March 28, 2017, the U.S. District Court for the District of Utah granted the Securities and Exchange Commission’s (“SEC”) motion for a preliminary injunction in a securities fraud case against Traffic Monsoon, LLC, an...more

Southern District Of Texas Dismisses Class Action Against Plains All American Pipeline, Dismissing Exchange And Securities Act...

by Shearman & Sterling LLP on

On March 29, 2017, Chief District Judge Lee Rosenthal of the United States District Court for the Southern District of Texas, Houston Division dismissed a putative class action against Plains All American Pipeline, a major...more

Traffic Monsoon Limits the Bounds of Morrison

On March 28, 2017, the U.S. District Court for the District of Salt Lake City granted the SEC’s request for a preliminary injunction in SEC v. Traffic Monsoon, LLC. The SEC’s complaint was brought in connection with Traffic...more

SEC Amends Forms and Rules for JOBS Act, Adopts Indexed EGC Definition

by Goodwin on

The SEC has adopted a number of amendments to its forms and rules to reflect changes that resulted from the JOBS Act. The amendments will affect all public companies, including EGCs, as follows: All Domestic Public...more

We Know What You Really Meant: Utah Court Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects...

A federal court in Utah recently held that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient conduct occurred...more

SEC Shortens Settlement Cycle to T+2

by Pepper Hamilton LLP on

On March 22, the Securities and Exchange Commission (SEC) adopted a rule amendment that will shorten the standard settlement cycle by one business day for most broker-dealer securities transactions. The standard settlement...more

SEC Staff Guidance on Regulation A Offerings

On March 31, 2017, the SEC Staff published five Compliance and Disclosure Interpretations (C&DIs) relating to Regulation A. ...more

The SEC Shortens the Settlement Cycle for Most Securities Transactions From Three Business Days to Two Business Days

by BakerHostetler on

The Securities and Exchange Commission has amended Rule 15c6-1 under the Securities Exchange Act of 1934 in order to shorten the standard settlement cycle for most broker-dealer securities transactions from three business...more

Southern District Of New York Dismisses Securities Fraud Claims For Lack Of Scienter Where Manufacturing Facility Restated Net...

by Shearman & Sterling LLP on

On March 23, 2017, Judge Kimba Wood of the United States District Court for the Southern District of New York dismissed a putative securities fraud class action against Shiloh Industries, Inc. (“Shiloh” or the “Company”), and...more

T+2 is a Reality

Last September, the SEC proposed rules that would shorten the standard settlement period for securities transactions from three business days (T+3) to two business days (T+2). As predicted, the rules have now been finalized...more

Corporate Finance Alert: SEC Adopts T+2 Settlement Cycle for Securities Transactions

On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Securities Exchange Act Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer securities transactions from three...more

What Explains Plaintiffs’ Post-Morrison Preference for the Third Circuit in Securities Filings Involving Overseas Parties or...

In monitoring securities cases filed around the country, I like to keep an eye out for regional trends. Historically, plaintiffs’ counsel respected the company defendant’s forum, filing in the federal court closest to the...more

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