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 -
News & Analysis as of

CFTC Staff Provides Guidance on Auditor Independence Requirements Under FCM Customer Protection Rules

The CFTC’s Division of Swap Dealer and Intermediary Oversight (the “Division”) issued an interpretive letter regarding the auditor independence standards included in CFTC Regulation 1.16, specifically as it applies to...more

U.S. Fund Litigation Update: Where We are Now and Where We Could be Headed

Five years removed from the credit crisis and “great recession” of 2008, the U.S. fund industry still faces substantial litigation risk, both in terms of ongoing cases that challenge the core of the advisory/sub-advisory...more

Registration Requirements Eased for Brokers and Financial Advisors in M&A Transactions

We are often asked whether a financial advisor or business broker may advise on mergers and acquisitions and similar business combinations of a privately held company in a stock transaction without having to register as a...more

IRS Issues Final Regulations on Property Transferred for Services Under Section 83

The Treasury Department (Treasury) and Internal Revenue Service (IRS) have issued final regulations clarifying the forfeiture provisions under Section 83 of the Internal Revenue Code of 1986, as amended, for transactions...more

SEC Revises Guidance on Granting WKSI Waiver

On March 12, 2014, the SEC’s Division of Corporate Finance updated its guidance regarding requests for waivers by well-known seasoned issuers (“WKSIs”) that would otherwise become ineligible issuers under Rule 405 of the...more

FINRA’s Proposed Limited Broker Regime Falls Short of Private Fund Needs

FINRA proposes a new “lite” registration regime for private placements and M&A activity. The Financial Industry Regulatory Authority’s (FINRA) recently issued Regulatory Notice regarding proposed rules (Proposed...more

A Guide to Regulation M: Regulating Market Activity During a Public Offering

Regulation M is intended to prevent potentially manipulative practices by underwriters, issuers, selling security holders and other participants in securities offerings. Understanding the key aspects of Regulation M is...more

The SEC Will Take “Your” Money, Thanks

So let’s say you work for a hedge fund or some other financial institution that engages in proprietary trading , and you’re inclined to do some insider trading on your employer’s behalf. You make your trades, but you’re a...more

Private Equity Newsletter - Winter 2014: Is the Swim Worth It? Weighing a U.S. Listing as Exit Strategy

Over the past two years, Dechert has witnessed a noticeable increase in interest from non-U.S. companies in pursuing a listing of equity securities on a U.S. securities exchange. This has been due in part to the continued...more

Halliburton Co. v. Erica P. John Fund, Inc.: Assessing Possible Modifications To Basic And The Fraud-On-The-Market Theory

Securities class action lawsuits have long been a fact of life for public companies traded on a U.S. exchange. Since 1997, plaintiffs have filed more than 3,200 securities fraud lawsuits that have resulted in approximately...more

Does Precedent Or Congressional Action Prevent The Supreme Court From Reconsidering The Fraud-On-The Market Doctrine In...

The Supreme Court will grapple with private securities class actions when it hears oral argument tomorrow in Halliburton v. Erica P. John Fund, Inc. The principal question in the case is the continuing validity of the...more

Inside The Courts - March 2014 | Volume 6 | Issue 1

In This Issue: - U.S. SUPREME COURT: ..Lawson v. FMR LLC, No. 12-3 (U.S. March 4, 2014) ..Chadbourne & Parke LLP v. Troice, No. 12-79 (U.S. Feb. 26, 2014) - CLASS CERTIFICATION: ..In re BP...more

U.S. Supreme Court Extends SOX’s Whistleblower Protection To Employees of Publicly Traded Company’s Contractors

On March 4, 2014, the United States Supreme Court in Lawson v. FMR LLC held that SOX’s whistleblower protection extends to employees of a publicly traded company’s contractors and subcontractors. Lawson v. FMR LLC, 572 U.S....more

Complex Litigation Update: SCOTUS Allows Plaintiffs’ State-Law Class Actions Against Law Firms, Financial Firms, and Others to...

On Wednesday of last week, the Supreme Court of the United States issued a 7-2 decision affirming a Fifth Circuit ruling permitting four state-law class actions to proceed against two New York law firms and others in a matter...more

IRS Issues Final Regulations under Internal Revenue Code Section 83 Regarding Substantial Risk of Forfeiture Analysis

Companies that compensate their employees with annual or long-term awards of restricted property such as restricted stock grants should take note of the final regulations relating to property transferred in connection with...more

SEC Issues Relief from Certain Financial Responsibility Rule Requirements

In two separate letters, the SEC staff addresses operational concerns raised by broker-dealers in connection with sweep program authorizations and the use of certain nonaffiliated U.S. branches of foreign banks....more

Just in Time for Proxy Season, SEC Provides New Guidance on Shareholder Proposal “Unbundling”

The U.S. Securities and Exchange Commission (SEC) staff recently issued several Compliance and Disclosure Interpretations (C&DIs) providing guidance as to when it is permissible under Rule 14a-4(a)(3) (and its companion rule,...more

Federal Jury Holds Radius CEO Liable for MBS Fraud

On February 6, a jury in the United States District Court for the Middle District of Florida found the CEO of the now-defunct Radius Capital Corp., Robert A. DiGiorgio, knowingly or recklessly made false or misleading...more

SEC Speaks, Cuban Tweets

The leaders of the Securities and Exchange Commission addressed the public on February 21-22 at the annual SEC Speaks conference in Washington, D.C. The presentations covered an array of topics, but common themes included...more

US Securities Litigation and Enforcement

CD: Could you outline some of the key trends you are seeing in securities litigation and enforcement? Has the volume of class actions in this area increased in recent years? Jeff E. Butler: One important new...more

SEC No-Action Letter Allows Certain Kinds of “M&A Brokers” to Avoid Broker-Dealer Registration Under the Exchange Act

On January 31, 2014, the SEC’s Division of Trading and Markets issued a significant no-action letter permitting the involvement of “M&A Brokers” in business acquisition transactions involving privately-held companies. The...more

The SEC Provides Significant Relief from Registration Requirements for M&A Brokers

On January 31, 2014, the Securities and Exchange Commission (SEC) issued an important no-action letter in which the staff of the SEC’s Division of Trading and Markets declared that it would not recommend enforcement action...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

Investors Get A Voice At The Regulator: SEC Names Its First Head Of The Office Of The Investor Advocate

Though investors might have assumed that the entire Securities and Exchange Commission was their advocate to begin with, on February 12th the agency announced that it had hired Rick Fleming to be its very first Investor...more

"SEC Provides No-Action Relief to M&A Brokers in Connection With Broker-Dealer Registration Requirements"

On January 31, 2014, the Division of Trading and Markets (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (as revised on February 4, 2014, the “No-Action Letter”) that permits...more

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