Securities

News & Analysis as of

Annual Review of Federal Securities Regulation - The Business Lawyer, Vol. 70, Iss. 3

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal...more

SEC Files It's First Robocop Cherry Picking Action

When the SEC announced it financial fraud task force and a related data initiative to facilitate the identification of situations where the company “cooked the books,” many dubbed the data program “Robocop.” While the SEC may...more

The China State Administration of Taxation releases working procedures for indirect transfer rules

In early February, the China State Administration of Taxation (SAT) issued Notice 71. This Notice superseded the provisions in relation to indirect share transfers under the well-known Circular 6982 and has become the key tax...more

Theratechnologies Inc. V. 12185 Canada Inc: Supreme Court Of Canada Raises The Bar For Obtaining Leave To Bring Secondary Market...

In Theratechnologies inc. v. 12185 Canada inc., the Supreme Court of Canada has ruled that requirements that plaintiffs demonstrate that their claims have been brought in good faith and have a reasonable chance of succeeding...more

Massachusetts Federal Jury Convicts Amateur Golfer for Insider Trading

A federal jury in the District of Massachusetts recently convicted Eric McPhail of securities fraud — one of the first criminal insider trading convictions since the US Court of Appeals for the Second Circuit’s decision in...more

New MSRB Rule Will Increase Available Information Regarding Trades of Municipal Securities

Last month, the Securities and Exchange Commission (the “SEC”) approved amendments by the Municipal Securities Rulemaking Board (the “MSRB”) to MSRB Rule G-14 regarding the reporting of trades of municipal securities. These...more

Ontario Expands Scope of Prohibited Insider Trading

The Ontario government has amended Ontario’s Securities Act (Act) to expand the scope of prohibited insider trading and enhance the record-keeping requirements imposed upon capital market participants in the province. This...more

Happy Public Float Day!

If you are a year-end company, today is the end of your second fiscal quarter, which means that it’s just about time to calculate your public float to see if your reporting status has changed. Here are a few things to...more

Former Qualcomm Executive Sentenced For Insider Trading

Jing Wang, a former Qualcomm Inc. Executive Vice President began by constructing a cover-up. Then he engaged in insider trading, using inside information taken from his employer. The scheme failed. Mr. Wang has been sentenced...more

Changes in Margin Trading and Short Selling Regulations and the Potential Impact on Client Investment’s Through QFII A-Shares

The China Securities Regulatory Commission (CSRC) has revised the rules on margin trading and short selling in response to the current conditions surrounding China’s stock market. The new rules were released to the public on...more

Delaware Supreme Court Rejects Presumption of Disloyalty for Independent Directors

Public companies incorporated in Delaware frequently adopt a charter provision, pursuant to 8 Del. C. § 102(b)(7), that insulates their directors from monetary damages for breaches of the fiduciary duty of care. Those...more

New UAE Commercial Companies Law - Debt Capital Markets

On 31 March 2015, the new Federal Law (No. 2 of 2015) concerning Commercial Companies (the NCCL) was issued and published in Federal Gazette No. 577 in the United Arab Emirates (the UAE) (the Official Gazette). The NCCL comes...more

SEC Proposes Significant Reporting Requirement Amendments to Form ADV

On May 20, 2015, the Securities and Exchange Commission (SEC) released several proposals, "Amendments to Form ADV and Investment Advisers Act Rules," that would require investment advisers to provide additional information on...more

Unregistered Broker Activity in EB-5 Capital Fund Raising SEC Imposes Cease-And-Desist Order

In an important development affecting the EB-5 financial community the SEC has imposed a cease-and-desist order with respect to fund raising activities conducted by two unregistered brokers and related persons in connection...more

California Brokers Plead Guilty to Insider Trading of Ardea Biosciences, Inc. Stock

On June 9, Chad Wiegand and Akis Eracleous, two San-Diego based brokers, pled guilty in California district court to trading in Ardea Biosciences, Inc. stock with inside information. Mr. Wiegand and Mr. Eracleous,...more

SEC Rolls Out First Wave of MCDC Settlements with Underwriters

Last Thursday, the SEC announced it reached settlement agreements with 36 municipal securities underwriting firms pursuant to its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative.  These settlements mark...more

SEC Publishes 11 Regulation A+ CD&Is

The SEC has published 11 Compliance and Disclosure Interpretations related to Regulation A+ — numbered 182.01 through 182.11 under Securities Act Rules. Highlights are: - Twitter is allowed for testing the waters! ...more

Treasury Department Publishes National Money Laundering Risk Assessment and National Terrorist Financing Risk Assessment

On June 12, 2015, Treasury Department issued its National Money Laundering Risk Assessment (NMLRA) and National Terrorist Financing Risk Assessment (NTFRA). This is the Department’s first NMLRA release in a decade and its...more

SEC Enforcement Defendants Descend on Georgia for Judicial Relief from the SEC’s Allegedly Unconstitutional In-House Tribunal

It is often hot in Georgia this time of year. In one particular Georgia federal court, the U.S. Securities and Exchange Commission (SEC) has been feeling some of that heat on an issue of significant interest to subjects of...more

After Omnicare: Opinion Statement Liability in SEC Registrations

The U.S. Supreme Court in March provided important guidance on the support required for expressions of opinion or belief in registration statements. In Omnicare, Inc. v. Laborers District Council Construction Industry Pension...more

Broker-Dealers File Suspiciously Few Suspicious Activity Reports

Speaking at an anti-money laundering (AML) conference in February, SEC Director of Enforcement John Ceresney warned attendees that broker-dealers were under-filing suspicious activity reports (SARs). He said that...more

SEC Provides Guidance on Definition of “Spouse” and “Marriage”

The SEC has provided guidance on the definition of “spouse” and “marriage” in the wake of United States v Windsor. That case held Section 3 of the Defense of Marriage Act was unconstitutional. As a result the SEC will...more

SEC Opens New Funding Options with Regulation A+

Regulation A+ goes into effect June 19, 2015, allowing funding of companies by non-accredited investors. Smaller companies can offer and sell up to $50 million of securities in a 12-month period, subject to eligibility,...more

SEC Announces First Wave of MCDC Underwriter Sanctions

The Securities Exchange Commission announced June 18 the first major wave of underwriter sanctions under its Municipalities Continuing Disclosure Cooperation (“MCDC”) Initiative. The SEC sanctioned 36 municipal underwriting...more

SEC Requests Public Feedback On Exchange-Traded Products

On June 12, the SEC issued a press release announcing that it is seeking public comment on how it should regulate exchange-traded products (ETPs), on how broker-dealers sell the securities, especially to retail investors, and...more

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