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

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

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

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

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

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

SEC Relief For "M&A Brokers:" Not Required To Register As Broker-Dealers

The Chief Counsel of the SEC’s Division of Trading and Markets recently issued an important no-enforcement letter regarding the status of a person engaged in effecting transactions in connection with the transfer of ownership...more

A More Practical Approach to Broker-Dealer Registration

Recent SEC no-action letter provides business brokers relief from federal broker-dealer registration requirement. On January 31, 2014, the Division of Trading and Markets of the U.S. Securities and Exchange Commission...more

Orrick's Financial Industry Week in Review - February 18, 2014

CFTC and EC Statement on Regulatory Framework - On February 12, the CFTC and the European Commission announced jointly that the two agencies have made significant progress in their collaboration on the regulatory...more

No-Action Letter Provides Relief to M&A Brokers

On January 31, in a significant no-action letter (Letter), the Staff of the Division of Trading and Markets provided assurances that it would not recommend enforcement action to the Commission under Section 15(a) of the...more

SEC Further Extends Securities Law Exemptions for Security-Based Swaps

The SEC adopted amendments to the expiration dates of certain interim final rules adopted in July 2011. The interim final rules provide exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and...more

Extension of Exemptions for Security-Based Swaps

On February 5, the SEC extended interim final rules that exempt security-based swaps that were security-based swap agreements prior to July 16, 2011, and are defined as “securities” under the Securities Act and the Exchange...more

The Evisceration of the Federal Securities Law

I. Introduction - a. Legislative history of the Securities Act of 19331 (“Securities Act”) and the Securities Exchange Act of 19342 (“Exchange Act” and collectively, the “Acts”). ..i. Congress passed the Acts...more

SEC Issues No-action Relief Regarding Registration of M&A Brokers

The Securities and Exchange Commission Division of Trading and Markets (Division) issued no-action relief on January 31, in response to a request from attorneys on behalf of firms effecting securities transactions in...more

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