Securities Exchange Act

SEC Roundtable Discusses Current Securities Law Topics at 33rd Annual Ray Garrett Jr. Corporate and Securities Law Institute

by Mark Reyes, Mark Wood | Katten Muchin Rosenman LLP on 5/15/2013

On May 2, Lona Nallengara and Shelley E. Parratt, the acting director and the deputy director, respectively, of the Securities and Exchange Commission’s Division of Corporation Finance, participated in a roundtable...more

Investment Portals Addressed in SEC Staff Guidance Under JOBS Act; No-Action Letters Also Issued

by Elliott Curzon, Thor Imsdahl, Edward Pittman | Dechert LLP on 5/15/2013

Technology has spawned the formation of new internet-based marketplaces for illiquid and restricted securities. In most instances, these markets are operated by entities registered with the U.S. Securities and Exchange...more

California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 5/13/2013

California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. ...more

SEC Warns Public Officials About Potential Liability

by Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 5/7/2013

The SEC instituted a settled cease-and-desist proceeding against the City of Harrisburg, Pennsylvania for its violations of Section 10(b) of the Securities Exchange Act (“Exchange Act”) and Rule 10b-5. ...more

SEC Staffer Cautions Private Funds Industry on Potential Broker Registration Issues

by Proskauer Rose LLP on 4/29/2013

In a recent speech given to the ABA Trading and Markets Subcommittee, David W. Blass (Chief Counsel of the SEC's Division of Trading and Markets) focused on a number of activities commonly conducted by private fund advisers...more

Recent SEC Actions Focus on Broker-Dealer Activity of Private Funds, Highlight Perils, and Generate Controversy

by Elliott Curzon, Carl de Brito, Edward Pittman, Kevin Scanlan, David A. Vaughan, Kenneth E. Young | Dechert LLP on 4/22/2013

A recent public statement by a member of the senior staff (“Staff”) of the Securities and Exchange Commission (“SEC”) and recent SEC enforcement actions have reminded private equity and other private fund managers (such as...more

Division of Investment Management Issues Guidance on Filing Requirements of Communications Made in Social Media

by Holland & Knight LLP on 4/19/2013

On March 15, 2013, the SEC's Division of Investment Management (the "division") issued guidance on the filing requirements for electronic communications (i.e., chat rooms or social media). The division issued the guidance...more

Court Finds Section 15(a) of the Exchange Act Only Applicable in Domestic Transactions

by Elizabeth D. Langdale, Michael Rosensaft | Katten Muchin Rosenman LLP on 4/17/2013

The US District Court for the Northern District of Illinois recently granted defendants’ motion to dismiss one count of a Securities and Exchange Commission complaint, finding that the registration requirement under Section...more

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

ICE Clear Europe Authorized to Portfolio Margin Swaps and Security-Based Swaps

by Kevin M. Foley, Adam J. Spector | Katten Muchin Rosenman LLP on 4/17/2013

The Commodity Futures Trading Commission issued an order (Order) permitting ICE Clear Europe Limited (ICE Clear Europe) and its clearing members that are registered both as broker-dealers under the Securities Exchange Act of...more

In The SDNY, Hindsight Is No Substitute For Red Flags When Alleging Scienter

by George E. Greer, Christine Louie, Danielle Van Wert | Orrick - Securities Litigation and Regulatory... on 4/16/2013

On April 8, 2013, Judge Shira A. Scheindlin of the Southern District of New York granted auditor Deloitte Touche Tohmatsu CPA’s (“DTTC”) motion to dismiss a shareholder class action, finding that plaintiffs failed to...more

Two Recent SEC No Action Letters Establish Standards for Crowdsourcing Online Platforms Limited to "Accredited Investors" to Avoid...

by Daniel I. DeWolf, Steve Ganis, Jeremy D. Glaser, Melanie Ruthrauff | Mintz Levin - Corporate & Securities on 4/11/2013

In two recent no action letters, the Securities and Exchange Commission (the “SEC”) granted no action relief for two venture capital online funding platforms, the FundersClub, Inc. (“FundersClub”) and AngelList, LLC...more

"Getting Back to Basics with Rule 10b5-1 Trading Plans"

by Katherine Ashley, Brian V. Breheny, Amber Hilliard | Skadden, Arps, Slate, Meagher & Flom LLP on 4/10/2013

In late 2012, The Wall Street Journal published a number of articles that analyzed the trading practices of certain public company executives, in many cases under trading plans that were entered into in accordance with the...more

The Extra-territorial Reach of the Broker-Dealer Registration Requirements Under the U.S. Securities Exchange Act of 1934; the...

by Melanie Ball, Giovanni Carotenuto, Edward Eisert, Tony Katz | Orrick, Herrington & Sutcliffe LLP on 4/10/2013

Background. Rule 15a-6 under the Securities Exchange Act of 1934 (“Rule 15a-6”) provides conditional exemptions from broker-dealer registration for “foreign broker-dealers” that engage in certain specified activities...more

Ninth Circuit Holds Private Company Rules Preempt California Law

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 4/10/2013

California Labor Code Section 450(a) forbids employers from coercing the patronage of their employees: It provides...more

SEC No-Action Relief Under the JOBS Act

by Orrick - Structured Finance Group on 4/9/2013

On March 26, the Staff of the Division of Trading and Markets of the SEC provided no-action letter relief from the broker-dealer registration requirements of the Securities Exchange Act of 1934 to FundersClub Inc. and its...more

From Facebook to FD: SEC Releases Guidance on Use of Social Media

by Bruce Cheatham, Elizabeth Day, Rebecca Morley | Bracewell & Giuliani LLP on 4/8/2013

On April 2, 2013, the Division of Enforcement of the U.S. Securities and Exchange Commission released guidance on the use of social media to disseminate material, nonpublic information under Regulation FD (Fair Disclosure)....more

SEC's Division of Trading and Markets Releases FAQs Regarding Rule 15a-6 and Foreign Broker-Dealers

by Paul S. Lawler | Holland & Knight LLP on 4/8/2013

Rule 15a-6 under the Securities Exchange Act of 1934 provides conditional exemptions from broker-dealer registration for foreign broker-dealers that engage in certain specified activities involving U.S. investors. These...more

SEC Issues FAQs Regarding Rule 15a-6 and Foreign-Broker Dealers

by Orrick - Structured Finance Group on 4/4/2013

On March 21, the Staff of the Division of Trading & Markets of the SEC published a set of FAQs on Rule 15a-6 under the Securities Exchange Act of 1934, which provides conditional exemptions from Exchange Act broker-dealer...more

SEC Issues FAQs Regarding Rule 15a-6 and Foreign Broker-Dealers

by Tanja Samardzija, James Van De Graaff | Katten Muchin Rosenman LLP on 4/2/2013

Pursuant to Securities and Exchange Commission Rule 15a-6 adopted under the Securities Exchange Act of 1934, certain exemptions from broker-dealer registration are available for foreign broker-dealers that engage in limited...more

SEC Charges Private Equity Firm, Former Executive, and Consultant for Improperly Soliciting Investments

by Orrick - Structured Finance Group on 3/28/2013

On March 11, the SEC announced charges against a private equity firm, a former senior executive of the firm and an individual based solely on the allegation that the individual acted as an unregistered broker-dealer in...more

How Many Ways Can The SEC Describe A “Year”?

by Keith Paul Bishop | Allen Matkins Leck Gamble Mallory & Natsis... on 3/28/2013

It’s not easy to write regulations and lawyers can be a hypercritical group. Nonetheless, the Securities and Exchange Commission’s rules can be maddingly inconsistent. As one small example, I offer Item 405 of Regulation S-K...more

FINRA's Frequently Asked Questions on Electronic Blue Sheet Submissions Updated Regarding Order Execution Time

by Janet M. Angstadt, Avi Badash | Katten Muchin Rosenman LLP on 3/26/2013

The Financial Industry Regulatory Authority issued frequently asked questions (FAQs) in connection with FINRA firms being required to submit new data elements for Electronic Blue Sheets (EBS) to correspond with the...more

Third Circuit Holds Rule 10b-5 Violations May Be Imputed to Investment Management Company on Basis of Apparent Agency

by Mark Kornfeld, Marc Powers, Elizabeth Schutte | BakerHostetler on 3/19/2013

The United States Court of Appeals for the Third Circuit recently issued a decision that highlights the importance of investment management companies using extreme caution when promoting investment products to their clients,...more

Supreme Court's Decision Reshapes Class Certification for Future Securities Class Actions

by Michael D. Redondo | Holland & Knight LLP on 3/19/2013

On February 27, 2013, the U.S. Supreme Court addressed a long-standing circuit split on the issue of whether, when bringing a securities fraud class action under Section 10(b) of the Securities Exchange Act of 1934, a...more

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