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Securities Exchange Act › Foreign Investment

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 -
Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Lowenstein Sandler LLP

Material Investment Management Developments and Template Annual Compliance Checklists for Registered Investment Advisers, Exempt...

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Summaries of recent legislative and regulatory developments with respect to: •SEC’s 2022 Examination Priorities • Proposed Amendments to Form PF Requirements- •Proposed New Rules Applicable to Private Fund Advisers and...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Proskauer - Corporate Defense and Disputes

First Circuit Adopts Prevailing Standard for Applicability of Federal Securities Laws to Foreign Investors, But Rejects Second...

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The U.S. Court of Appeals for the First Circuit held yesterday that the U.S. securities laws apply to foreign brokers’ solicitations of securities purchases by foreign investors if the purchasers or sellers incurred...more

Allen Matkins

Fast Facts on the Top 10 Relevant Regulatory Areas for Real Estate Fund Managers

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There are many advantages to forming a commingled real estate investment fund. These include providing a pool of capital to draw upon quickly as competitive opportunities arise and allowing an investor to build a brand as an...more

Jones Day

Recent SEC Action Reminds Non-US Broker-Dealers of Obligations under U.S. Securities Laws - Compliance with U.S. securities laws...

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In September 2019, the Securities and Exchange Commission ("SEC") charged a non-U.S. financial services firm for providing brokerage services to investors in the United States without being registered as a broker-dealer or...more

Vedder Price

SEC Adopts New ETF Rule

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On September 26, 2019, the Securities and Exchange Commission (the “SEC”) adopted Rule 6c-11 (the “Rule”) under the Investment Company Act of 1940 (the “1940 Act”), the long-awaited “ETF Rule.” ETFs that satisfy certain...more

A&O Shearman

SEC Adopts Rule to Allow Most ETFs to Operate without an Order (With Strings Attached)

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The Securities and Exchange Commission adopted a long-awaited exemptive rule that will allow most exchange-traded funds (ETFs) to operate without an exemptive order, subject to various conditions. The final rule, which the...more

A&O Shearman

Southern District Of New York Dismisses Putative Class Action Against Brazilian Mining Company For Failure To Allege A Domestic...

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On June 18, 2019, Judge Richard Berman of the United States District Court for the Southern District of New York dismissed a putative securities class action brought by a Cayman Islands branch of a Brazilian bank against a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Declines to Further Define Morrison’s Domestic Transaction Requirement

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The U.S. Supreme Court today denied the petition for certiorari in Toshiba Corp. v. Automotive Industries Pension Trust Fund, No. 18-486 (U.S. Oct. 15, 2018), leaving open the question of the appropriate scope of the...more

Proskauer - Corporate Defense and Disputes

First Appellate Decision Holds that SEC Can Bring Extraterritorial Enforcement Action Based on Conduct or Effects in United States

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The Court of Appeals for the Tenth Circuit held today that the Securities and Exchange Commission may bring an enforcement action based on allegedly foreign securities transactions involving non-U.S. residents if sufficient...more

Jones Day

Recent Second Circuit Decisions Assess Territorial Reach of Securities and Commodities Laws

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The Situation: The Second Circuit has issued two decisions in recent months that have addressed whether the U.S. securities and/or commodities laws can be applied to transactions with significant foreign ties. Each of these...more

Pillsbury - Global Trade & Sanctions Law

New Proposed Trade Legislation Contains Additional Trade and Investment Restrictions Involving China

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There are several legislative proposals pending in Congress targeting trade and investment involving China. If enacted, the proposals would prevent Chinese entities from acquiring certain U.S. technologies, prohibit U.S....more

Latham & Watkins LLP

Why Green Bond Issuers and Underwriters Should Not be Deterred by US Securities Law

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The United States has the deepest, most liquid capital markets in the world, attracting issuers from across the globe. To sell to US investors, these issuers must comply with US securities laws, entailing a more rigorous...more

Bryan Cave Leighton Paisner

EB-5 Program Update – SEC Orders $3.2 Million in Disgorgement Against Unregistered Broker-Dealers

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So you want to use the government’s EB-5 Immigrant Investor Program (“EB-5 Program”) to raise cash? Be aware that the SEC will be looking over your shoulder to determine whether you are acting as an unregistered broker-dealer...more

Carlton Fields

SEC Charges EB-5 Brokers For Not Registering

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Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more

Katten Muchin Rosenman LLP

SEC Brings Complaint in $68 Million Affinity Fraud Scheme

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On July 6, the Securities and Exchange Commission filed a complaint in connection with a $68 million affinity fraud scheme allegedly orchestrated by Bingqing Yang, through her wholly owned management companies, Luca...more

Blank Rome LLP

SEC Charges EB-5 Brokers with Violation of the Exchange Act

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Action Item: In what is expected to be the first of many cease-and-desist orders made by the SEC against brokers handling investments in EB-5 investment projects, all EB-5 organizers and sponsors, through their due diligence,...more

Dorsey & Whitney LLP

SEC Files Offering Fraud Charges Based in Part on EB-5 Program

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The EB-5 program, which promises a path to a permanent green card for those who can invest in this country and create jobs, has been involved in a number of SEC enforcement actions, most recently involving unregistered broker...more

Pillsbury Winthrop Shaw Pittman LLP

Doing Business in the United States

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In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations -...more

Morrison & Foerster LLP

U.S. Securities Offerings and Exchange Listing by Foreign Private Issuers

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In This Issue: Introduction; Securities Act; Exchange Act; Foreign Private Issue Status; Listing on a U.S. Securities Exchange; Exhibits; and Index of Defined Terms. Excerpt from Introduction - Foreign...more

Katten Muchin Rosenman LLP

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

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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

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