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

Three Bills Proposing Amendments to the Federal Securities Laws Gain Traction in Congress

The U.S. House of Representatives passed three bills on February 1, 2016 that propose changes to the federal securities laws, including the Securities Act of 1933 (’33 Act) and Securities Exchange Act of 1934 (’34 Act)....more

SEC Seeks Comments on Changes to Rules Governing Mutual Fund Transfer Agents

On December 22, 2015, the SEC published an Advance Notice of Proposed Rulemaking, Concept Release, and Request for Comment on Transfer Agent Regulations (the “Release”) seeking public comment regarding the SEC’s transfer...more

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

House to (Again) Consider Bill to Exempt M&A Brokers from Exchange Act Registration

A bill that would provide a federal statutory exemption from the broker-dealer registration requirements under Section 15(a) of the Exchange Act for certain so called “M&A brokers” has been placed on the calendar for...more

Orrick's Financial Industry Week in Review

SEC Reopens Comment Period for Proposed Amendments to Rule 13n-4 under the Securities Exchange Act of 1934 - On January 15, the Securities and Exchange Commission reopened the comment period for proposed amendments to...more

SEC Reopens Comment Period for Proposed Amendments to Rule 13n-4 under the Securities Exchange Act of 1934

On January 15, the Securities and Exchange Commission reopened the comment period for proposed amendments to rule 13n-4 through a release entitled “Access to Data Obtained by Security-Based Swap Data Repositories and...more

SEC Adopts Interim Final Rules to Implement FAST Act Provisions

On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final...more

SEC Staff Provides Additional Guidance on the FAST Act

On December 21st, 2015, the SEC Staff issued four additional C&DIs related to the FAST Act, which we have repeated here for convenience. Question 3 - Question: How did the FAST Act affect Section 12(g) and Section...more

SEC Proposes Payment Disclosure Rules for Resource Extraction Issues

On December 11, the Securities and Exchange Commission proposed Rule 13q-1 of the Securities Exchange Act of 1934 (Exchange Act), often referred to as the “resource extraction rule,” which would require an issuer to disclose...more

Section 12(g)(1)(A) – How The SEC Is Putting Words In Congress’ Mouth

Section 501 of the Jumpstart Our Business Startups (JOBS) Act amended Section 12(g)(1) of the Securities Exchange Act of 1934 to increase the thresholds for mandatory registration of a class of equity securities. The...more

US IPO Guide - 2015 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more

SEC Obtains Admissions in Settlement With Grant Thornton

The SEC filed its third action in recent weeks in which admissions of fact were required as part of the settlement process. In this instances the firm also admitted its conduct violated the federal securities laws. In the...more

New M&A Proxy Statement Unbundling Guidance

After a decade of inattention, the SEC staff has recently sought to clarify the still-murky proxy statement unbundling rule. First came three C&DIs issued back in January 2014 (see this Doug’s Note). Then just weeks ago, the...more

SEC Releases Final Crowdfunding Rules

On October 30, 2015, the Securities and Exchange Commission (“SEC”) released its highly anticipated final rules regarding equity crowdfunding, which will permit companies to raise up to $1 million per year from investors on...more

Financial Services Weekly News - November 2015

Regulatory Developments - Client Alert: SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8: Goodwin Procter’s Capital Markets practice has released a client alert on the SEC’s Division of...more

"Corporate Finance Alert: SEC Finalizes Crowdfunding Rules, Proposes to Expand Intrastate Offering and Rule 504 Exemptions"

The U.S. Securities and Exchange Commission (SEC) recently took several important steps to facilitate smaller securities offerings. First, it adopted final rules for the new Securities Act exemption for securities-based...more

SEC Issues New Guidance On Exclusions Under Rule 14a-8

New SEC guidance limits the ability of companies to exclude shareholder proposals under the "conflicting proposal" and "ordinary business" exclusions of Rule 14a-8. On October 22, 2015, the staff of the Division of...more

Dodd-Frank News: November 2015: Dodd-Frank Wall Street Reform and Consumer Protection Act Update

The Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted as a measure to promote financial stability and protection for consumers through increased regulation of nearly every aspect of the consumer finance...more

Following the Wisdom of the Crowd? A Look at the SEC’s Final Crowdfunding Rules

In this alert, we provide a detailed overview of the final rules, Regulation Crowdfunding, which will be applicable to crowdfunding offerings conducted in reliance on Section 4(a)(6) of the Securities Act of 1933 as amended...more

SEC Issues Staff Legal Bulletin On Shareholder Proposals Under Rule 14a-8

On October 22, 2015, the Securities and Exchange Commission (the SEC) staff issued Staff Legal Bulletin No. 14H, providing guidance on important issues arising under Rule 14a-8 under the Securities Exchange Act of 1934, as...more

Prudential Regulators Release Final Margin Rules for Swaps

On October 22, 2015, the Federal Deposit Insurance Corporation held an open meeting at which it voted to adopt: (i) final rules governing margin and capital requirements for uncleared swaps and (ii) an interim final rule to...more

U.S. SEC Proposes Liquidity Risk Management Programs, Optional “Swing Pricing,” and Liquidity Reporting for Mutual Funds and...

On September 22, 2015, the Securities and Exchange Commission (“SEC”) proposed a new rule and amendments to rules and reporting forms under the Investment Company Act of 1940 (the “1940 Act”), designed to standardize...more

Banking Regulators Adopt End-User Exemption for Swap Margin Requirements

New Margin Requirements - The Board of Directors of the Federal Deposit Insurance Corporation approved a final rule to establish margin requirements for swaps that are not cleared through a clearinghouse. This action is...more

This Week In Securities Litigation

The SEC prevailed on two summary judgment motions. One centered on a manipulation action. The other was against an attorney who facilitated a prime bank fraud. The Commission also filed: An action against UBS tied to its...more

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