Securities Exchange Act Shareholders

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 -
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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

House Passes Bill to Increase Shareholder Count Thresholds Triggering Securities Exchange Act Registration/Deregistration...

On January 14, 2014, the House of Representatives passed H.R. 801, the Holding Company Registration Threshold Equalization Act of 2013 (the “Act”), which would increase the number of shareholders that trigger registration and...more

Beyond Basic: Shareholder Litigation Without Fraud-On-The-Market

Will shareholder litigation survive the abandonment of the fraud-on-the-market presumption of reliance? After the Supreme Court’s announcement that it will be considering the presumption in Halliburton Co. v. Erica P. John...more

Just Who Is A Promoter And Why You May Want To Know

The California General Corporation Law uses, but does not define, the term “promoter”. For example, a promoter can be criminally prosecuted. Corporations Code Section 2251 provides that any promoter “who knowingly and...more

District Court Dismisses a Shareholder Suit for Failing to Plead Scienter

The US District Court for New Jersey recently granted a motion to dismiss by defendants, Columbia Laboratories, Inc. (Columbia) and Watson Pharmaceuticals, Inc. (Watson). The plaintiff group brought an action under Section...more

Checkpoints: The Consequences Of crossing Various Ownership Thresholds When Investing

This memorandum outlines certain considerations associated with the acquisition of different levels of ownership of a U.S. company, including some of the approaches used in determining such “ownership”: - Sections 13...more

Revlon “Ring-Fencing” Settlement: Greater Risk Of SEC Enforcement Activity In Going Private Transactions?

On June 13, 2013, the Securities and Exchange Commission announced the settlement of administrative proceedings against Revlon, Inc. In the settlement order, the SEC asserted that the company hid information regarding a 2009...more

California Requires Many Foreign Corporations To Send Annual Financial Statements To Shareholders

California is a net exporter of corporate charters, but it remains home to many corporations. As a result, the California Corporations Code has a preternatural concern with foreign corporations. ...more

In The SDNY, Hindsight Is No Substitute For Red Flags When Alleging Scienter

On April 8, 2013, Judge Shira A. Scheindlin of the Southern District of New York granted auditor Deloitte Touche Tohmatsu CPA’s (“DTTC”) motion to dismiss a shareholder class action, finding that plaintiffs failed to...more

Life Sciences Company Obtains Dismissal of Shareholder Class Action

The US District Court for the Middle District of Tennessee recently granted BioMimetic Therapeutics Inc.’s motion to dismiss the class action against it, and denied plaintiffs leave to amend their complaint. Shareholders...more

SEC Releases Staff Legal Bulletin Regarding Shareholder Proposals

On October 16, 2012, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14G (SLB 14G). The release is the eighth staff legal bulletin discussing...more

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