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

SEC Proposes Hedging Policy Disclosure Rule

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

To Conjoin Or Not To Conjoin – California Sometimes Gets It Wrong

This is as an easy mistake to make. I say so because I’ve made it more than once. The name of the landmark Depression era legislation regulating our national securities markets is the Securities Exchange Act of 1934; the...more

SEC Proposes Rule Requiring Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more

"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more

Proxy Access Update—Director of SEC Division of Corporation Finance Remarks on Decision to Suspend No-Action Relief Based on Rule...

On February 10, 2015, Keith Higgins, Director of the SEC Division of Corporation Finance, provided his informal views (available here) on the Division’s controversial decision to “express no views” on the application of...more

Second Circuit Clarifies that Allegations of Direct Fraudulent Representations Are Not Necessary for Market Manipulation Claims...

In Fezzani v. Bear, Stearns & Co., Inc., No. 14-3983, 2015 WL 400547 (2d Cir. Jan. 30, 2015) (“Fezzani II”), the United States Court of Appeals for the Second Circuit clarified its opinion in Fezzani v. Bear, Stearns & Co.,...more

SEC Proposes Rules to Implement JOBS Act Relief From Exchange Act Registration Requirements

In December 2014, the Securities and Exchange Commission (SEC) proposed rules to implement Title V and Title VI of the Jumpstart Our Business Startups Act (JOBS Act), which permit early stage companies to defer registration...more

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

Reversals of Fortune: Putting the Brakes on Section 10(b) and Section 11 Claims Against Auditors of China-Based Companies

A federal court’s recent dismissal of Securities Exchange Act claims against the auditor of a Chinese company prompted us to examine the state of recent U.S. civil securities litigation against accounting firms that audited...more

This Week In Securities Litigation

The SEC settled another action this week based on admissions of fact and that the Federal securities laws were filed, this time involving Oppenheimer. The action was based on the fact that the firm permitted an off-shore and...more

SEC Staff To Express No Views On Conflicting Shareholder Proposals Under Rule 14a-8(i)(9)

On January 16, 2015, SEC Chair Mary Jo White issued a directive that the staff of the SEC review its position on Rule 14a-8(i)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”). Concurrent with SEC Chair White’s...more

SEC Suspends Review of Conflicting Shareholder Proposal No-Action Requests

On January 16, 2015, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) announced that the Staff will express no views on no-action requests, arguing that shareholder proposals...more

Oppenheimer Settles with SEC, FinCEN

Oppenheimer & Co., Inc. settled an action with the SEC centered on violations of the broker registration provisions, a failure to file suspicious activity reports or SARS and the sale of unregistered penny stock shares. The...more

Tenth Circuit Affirms Dismissal of Securities Class Action for Failing to Plead Scienter Under the PSLRA

The US Court of Appeals for the Tenth Circuit recently affirmed the dismissal of a class action by investors in Gold Resource Corp. (GRC) alleging that the company and four of its officers violated Section 10(b) of the...more

Third Circuit Defines "Extraterritorial" Applicability of Federal Securities Laws in United States v. Georgiou

The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court's 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more

SEC Chair Directs Staff to Review Commission Rule Excluding Conflicting Proxy Proposals

On January 16, Securities and Exchange Commission Chair Mary Jo White announced that she has directed the SEC’s staff (Staff) to review Rule 14a-8(i)(9) promulgated under the Securities Exchange Act of 1934, which allows an...more

Third Circuit Defines “Extraterritorial” Applicability of Federal Securities Laws in United States v. Georgiou

The U.S. Court of Appeals for the Third Circuit added its voice yesterday to the ongoing judicial effort to construe the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank, concerning the extent to...more

SEC Fines Stock Exchanges

On January 12, the SEC fined two stock exchanges $14 million dollars for allegedly violating the Exchange Act by failing to accurately describe in their rules the order types being used on the exchanges. In its investigation,...more

New Law Aligns Clearing and Margin Exceptions for Swaps

On January 13, President Obama signed legislation that aligns the rules relating to swap clearing and mandatory margin for uncleared swaps so that any entity that qualifies for an exemption from clearing its swaps also is...more

Model Rule Exempting M&A Brokers Proposed by NASAA

The Broker-Dealer section of the North American Securities Administrators Association (NASAA) has proposed a model uniform state rule (the “Model Rule”) that would exempt parties that act only as deal brokers in M&A...more

SEC-USAO File Actions On “Old Fashioned” Spoofing Scheme

Spoofing or layering is typically associated these days with computers and high speed trading. It is a form of market manipulation in which the trader places a series of fictitious orders on one side of the market to draw...more

SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds

On December 18, 2014, the Securities and Exchange Commission proposed rule amendments that, if adopted, would modify SEC rules governing registration under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act),...more

Orrick's Financial Industry Week in Review

EIOPA Updates Risk Dashboard - On December 18, the European Insurance and Occupational Pensions Authority ("EIOPA") published an updated version of its risk dashboard (dated December 19), together with a background...more

The Rule of Lenity: Should Courts Defer to Agency Interpretations of RESPA § 8?

On November 10, 2014, the U.S. Supreme Court denied a petition for a writ of certiorari in a case entitled Douglas F. Whitman v. United States. Whitman was seeking to have the Supreme Court review (and, hopefully, overturn)...more

SEC Proposes New Exchange Act Registration Thresholds and Changes to Certain “Held of Record” Definitions

On December 18, 2014, the Securities and Exchange Commission proposed new rules regarding the thresholds at which issuers may become reporting companies under Section 12(g) of the Securities Exchange Act of 1934, as amended...more

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