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 -

The SEC (Sort of) Extends EGC Benefits to All Issuers

by White & Case LLP on

On June 29, 2017, the Securities and Exchange Commission ("SEC") extended to all issuers some of the benefits that Congress granted to emerging growth companies ("EGCs") in 2012 under the Jumpstart Our Business Startups Act...more

Eastern District Of Wisconsin Dismisses Securities Fraud Allegations Based On Accounting Errors For Failure To Sufficiently Plead...

by Shearman & Sterling LLP on

On July 20, 2017, Judge J.P. Stadtmueller of the United States District Court for the Eastern District of Wisconsin dismissed claims brought by shareholders of Kohl’s Corporation (“Kohl’s”) against the company and two of its...more

SEC Commences Expanded Nonpublic Review of Registration Statements

by Dechert LLP on

The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section...more

2nd Circuit Weighs in on Certifying Classes Involving Foreign Securities

by Burr & Forman on

In In re Petrobras Securities Litigation, the Second Circuit Court of Appeals recently issued an opinion regarding the standards for certifying a class involving foreign securities. Petrobras is a multinational Brazilian gas...more

Second Circuit Overturns District Court Denial Of Leave To Add Securities Fraud Claims Because Release Clause In Stock Sale...

by Shearman & Sterling LLP on

On July 13, 2017, the United States Court of Appeals for the Second Circuit vacated a part of a district court decision denying a plaintiff’s motion to amend a complaint to add securities fraud claims based on a contractual...more

U.S. Public Companies: Calculating Your Public Float – What You Need to Know

If you are a year-end U.S. public company, your second fiscal quarter has recently come to an end, which means that it’s time to calculate your public float to see if your reporting status has changed. Here are a few things...more

SEC Allows Non-EGCs to Submit Certain Draft Registration Statements for Confidential Review

by Baker Donelson on

Effective July 10, 2017, the Securities and Exchange Commission's Division of Corporation Finance began accepting draft registration statement (DRS) submissions from issuers filing registration statements in connection with...more

SEC to Allow Issuers to File Draft Initial Registration Statements on a Nonpublic Basis

On June 29, 2017, the Securities and Exchange Commission (“SEC“) announced that it would begin to allow issuers to file draft initial registration statements under the Securities Act of 1933 (the “Securities Act“) on a...more

Insider Trading, Research on Evading Detection Yields SEC, DOJ Charges

by Dorsey & Whitney LLP on

Trying to cover-up illegal conduct can, and usually does, make the situation worse. A research engineer who used material non-public information obtained from his attorney wife to trade in advance of two acquisitions while...more

SEC Charges Boiler Room Operators With Fraud

by Dorsey & Whitney LLP on

Since the price of oil declined from its once lofty numbers the oil industry has suffered. Yet those engaged in offerings securities supposedly to fund oil firms do not seem to have been impacted....more

SEC Expands Confidential Review Process for Draft Registration Statements

by Cozen O'Connor on

On June 29, 2017, the Securities and Exchange Commission (SEC) announced that, beginning July 10, 2017, the SEC Division of Corporation Finance will permit all issuers to confidentially submit draft registration statements...more

SEC Extends to Non-EGCs Process For Nonpublic Review of Registration Statements

by Hogan Lovells on

On June 29, the SEC announced that its Division of Corporation Finance will allow all companies to submit for nonpublic review draft registration statements relating to initial public offerings and other specified...more

SEC Staff Expands Confidential Review Procedures for Registration Statements under the Securities Act and Exchange Act

by K&L Gates LLP on

On June 29, 2017, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC Staff”) issued an announcement (the “Announcement”) expanding its confidential review process in several areas,...more

Northern District Of California Partially Dismisses Securities Claims For Failure To Sufficiently Allege Misstatements And Control...

by Shearman & Sterling LLP on

On June 28, 2017, Judge Charles R. Breyer of the United States District Court for the Northern District of California ruled, among other things, that allegations of knowledge of “defeat devices” did not equate to knowledge of...more

Second Circuit Partially Vacates Class Certification, Holding That Whether Securities Transactions Are "Domestic" Raises...

by Shearman & Sterling LLP on

On July 7, 2017, in a decision making several significant rulings and clarifications, the United States Court of Appeals for the Second Circuit vacated in part an order certifying classes asserting claims under the Securities...more

SEC Expands Use of Confidential Submissions of Draft Registration Statements

by Foley & Lardner LLP on

The U.S. Securities and Exchange Commission (SEC) recently announced that, beginning on July 10, 2017, the Division of Corporation Finance (the Division) will permit all companies to submit draft registration statements, on a...more

SEC Confidential Submission Procedures Expanded Beyond Emerging Growth Company Issuers Beginning July 10, 2017

Last week, the Staff of the Securities and Exchange Commission (SEC) announced that, beginning on July 10, 2017, the SEC will accept voluntary draft registration submissions from all issuers for nonpublic review. This...more

SEC Expands Confidential Submission Process to All IPOs

by Bracewell LLP on

The Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced that it will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more

SEC Expands Popular JOBS Act Benefit to All Companies Filing Registration Statements

by Ballard Spahr LLP on

Starting July 10, 2017, all companies filing certain registration statements may take advantage of a popular benefit currently allowed only to Emerging Growth Companies (EGCs) under the Jumpstart Our Business Startups (JOBS)...more

SEC to Permit All Issuers to Submit Confidential Draft Registration Statements

The U.S. Securities and Exchange Commission (SEC) announced on June 29, 2017, that the staff (staff) of the Division of Corporation Finance will accept draft registration statement submissions from all companies for nonpublic...more

SEC Injunction Not Time-Barred – In This Case

by Dorsey & Whitney LLP on

In Kokesh v. SEC, No. 16-529)(June 5, 2017) the Supreme Court held that the five year statute of limitations in Section 2462 of Title 28 applies to SEC claims for disgorgement because they are a penalty within the meaning of...more

SEC Expands Nonpublic Draft Registration Statement Processing Procedures

New Policy Provides Substantial Flexibility for Non-EGC and Foreign Issuers, Direct Listings, and Select Follow-On Transactions - On June 29, 2017, the U.S. Securities and Exchange Commission (SEC) Division of Corporation...more

Confidential Submissions for All Issuers

The Securities and Exchange Commission announced a new policy that essentially extends the confidential submission accommodation made available to emerging growth companies (EGCs) to all issuers. The EGC process will...more

Western District Of Washington Allows Securities Fraud Action To Proceed Against Biopharmaceutical Company And Its Senior Officers...

by Shearman & Sterling LLP on

On June 14, 2017, Judge Ricardo S. Martinez of the United States District Court for the Western District of Washington denied a motion to dismiss a putative securities fraud class action against Juno Therapeutics, Inc....more

Lending Club Decision Provides Guidance For Bringing Section 11 Claims Based on Weaknesses in Internal Controls

We have been following defendants’ motions to dismiss in the In re Lending Club Securities Litigation class action, No 3:16-cv-02627-WHA, in the United States District Court for the Northern District of California (“the...more

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