Securities Exchange Act Securities & Exchange Commission

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

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

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

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

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

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

Financial Services Weekly News Roundup - December 2014 #5

Editor’s Note: Spotlight on the Credit Risk Retention Rule: The OCC, Federal Reserve Board, FDIC, SEC, FHFA and HUD announced the adoption of a joint final rule (the Rule) to implement the credit risk retention...more

Broker-Dealer Beat - December 2014 #2

The SEC recently sanctioned another foreign bank for conducting cross-border brokerage activities without being registered. Since 2009, the SEC has sanctioned a number of foreign firms for failing either to register as a...more

SEC Urges Third Circuit to Adopts Its Interpretation of Whistleblower Retaliation Protections

Last week, the Securities and Exchange Commission submitted an amicus brief in support of an appellant before the US Court of Appeals for the Third Circuit, urging the court to adopt its interpretation of whistleblower...more

SEC Proposes Changes to Exchange Act Rules to Implement Title V and Title VI of the JOBS Act

The SEC recently proposed rule amendments as part of its implementation of Title V and Title VI of the JOBS Act. These proposed amendments reflect the increased registration, termination of registration and suspension of...more

SEC Proposes Amendments to Exchange Act Rules—Higher Thresholds for Mandatory Registration as Required by the JOBS Act

On December 18, 2014, the SEC proposed rule amendments required by the Jumpstart Our Business Startups (JOBS) Act that, if enacted, would: - revise the SEC’s rules relating to the thresholds for registration,...more

Financial Services Weekly News Roundup - December 2014 #4

Regulatory Developments - SEC Proposes Changes to Exchange Act Registration Requirements to Implement JOBS Act Mandates - The SEC announced that it is proposing rule amendments under the Securities Exchange Act...more

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