Securities

News & Analysis as of

Final EU Agreement on Draft Prospectus Rules as Part of Capital Markets Union

The Council of the European Union announced that it had reached an agreement with the European Parliament on prospectuses for the issuing and offering of securities. Finalization of the agreement comes after the provisional...more

2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868...more

Insider Trading in the E.U. and U.S. Markets – An Ocean Apart?

With increasing momentum towards global regulatory convergence – driven predominantly by G20 commitments – it is noteworthy that some important (and practically significant) distinctions remain between the market conduct...more

Port Authority of New York and New Jersey to Settle SEC Disclosure Law Violations - Agrees to Admit Wrongdoing and Pay Penalty for...

The U.S. Securities and Exchange Commission (SEC) announced on Jan. 10, 2017, that the Port Authority of New York and New Jersey (Port Authority) agreed to admit wrongdoing and pay a $400,000 penalty in connection with...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - Prohibition on Dealing or Investing in Industrial or Commercial Metals - On January 3, 2017, the Office of the Comptroller of the Currency (the "OCC") finalized a rule that...more

SEC Scores First Muni Issuer's Admission of Wrongdoing

The Port Authority of New York and New Jersey has admitted wrongdoing and agreed to pay a $400,000 penalty to settle SEC charges that it failed to adequately disclose project risks to investors purchasing $2.3 billion in...more

The Only Color in Gambling is Green—Why Staking is a Security

The Securities Act of 1933’s catchall for defining a security is the “investment contract.” The landmark case, SEC v Howey, explained that “an investment contract for the purposes of the Securities Act means a contract,...more

Three Chinese Citizens Charged with Hacking New York Law Firms

Preet Bharara, the U.S. Attorney for the Southern District of New York announced that three Chinese citizens have been charged for attempting to hack into seven law firms that were involved in mergers and acquisitions, in...more

Global Accounting Standards

The Chair of the Securities and Exchange Commission Mary Jo White recently commented on the significance of high-quality accounting standards. The speech noted the need to support continued work toward the globally accepted...more

Must A Security Be Written?

In yesterday’s post, I covered some of the differences between the laundry lists of securities found in the California Corporate Securities Law of 1968 and the Securities Act of 1933. Both lists seem to contemplate...more

California Federal Court Holds that U.S. Securities Laws Apply to Sponsored, Unlisted ADRs

The U.S. District Court for the Northern District of California held on January 4, 2017 that the federal securities laws apply to U.S. transactions in sponsored, but unlisted, American Depositary Receipts (“ADRs”) for a...more

FINRA’s 2017 Regulatory & Exam Priorities

On January 4, new President and CEO Richard Cook issued FINRA’s Annual Regulatory and Examination Priorities Letter. This year’s list in summary is: New for 2017: Targeted electronic off-site reviews “on select...more

Applying the Look-Through Rules in Determining 'Investment Partnership' Status Under Section 721(b) - Tax Update Volume 2017,...

Careful Evaluation and Planning Should Be Undertaken When the Partnership Is Formed and When Assets Are Contributed to Evaluate the Potential Impact of Section 721(b). Many taxpayers choose partnership structures...more

The IRS's Stricter(?) Stance on Regulated Investment Company Investments in Commodities - Tax Update Volume 2017, Issue 1

While the IRS's Proposed Regulations Are Not Yet Effective, RICs Should Carefully Consider Whether Their Portfolios or Policies Run Afoul of the New Rules. In order for a corporation to qualify as a regulated investment...more

Making A List Of Securities And Checking It Twice

California Corporations Code Section 25019 defines “security” not by saying what a security is but by providing examples of numerous types of securities. In this respect, Section 25019 is reminiscent of Section 2(a)(1) of...more

Outcomes of Investing in OTC Stocks

The Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published a study recently that reviews, among other things, the performance of and the returns of investing in OTC stocks. The...more

Hague Securities Convention’s Impact on Secured Transactions Choice-of-Law Rules

Choice-of-law rules for security interests in security entitlements in securities credited to security accounts will change on April 1, 2017 when the Hague Securities Convention comes into effect....more

FINRA Seeks Clean Sweep of Abusive Cross-Selling Practices

In late October, the Financial Industry Regulatory Authority (FINRA) announced a sweep examination of broker-dealers targeting cross-selling programs similar to those that recently resulted in Wells Fargo’s payment of an $185...more

FINRA Fines Firms For Not Supervising L-Share Annuity Sales

For two years FINRA has made sales and marketing of L-Share variable annuities (VAs) a regulatory and examination priority. Not surprisingly, FINRA in November announced settled actions against eight broker-dealers, alleging...more

Indictment Issued in Law Firm Hacks

In what New York’s top federal prosecutor called a “wake-up call for law firms around the world,” three Chinese citizens have been charged with hacking into the servers of two prominent – but unidentified – international law...more

Eleventh Circuit Confirms that Issuers are not Required to Disclose Retention of Outside Promotional Firms

On December 15, 2016, the United States Court of Appeals for the Eleventh Circuit affirmed the dismissal of a securities class action against Galectin Therapeutics Inc., a Georgia-based biotechnology company. The suit...more

Process Is Paramount: The Delaware Court of Chancery Gives “100% Weight” to Merger Price in Determining Company’s Fair Value in...

On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National...more

Dismissal for Drugmaker Affirmed: Galectin Had No Duty to Disclose Payments to Promoters

In re: Galectin Therapeutics, Inc. Securities Litigation, No. 16-10324, 2016 WL 7240146, ____ , F2d ___ (11th Cir. Dec. 15, 2016). The Eleventh Circuit recently addressed the circumstances under which a public company...more

SEC Staff Issues Guidance Affecting the Registration of Securities for Resale on Form S-3

The staff of the Securities and Exchange Commission recently issued interpretive guidance relating to the registration of the resale of shares sold to an investor pursuant to a private placement, if the issuer concurrently...more

Orrick's Financial Industry Week In Review

Financial Industry Developments - CTFC Approves Re-Proposal of Position Limits Regulation - On December 5, 2016, the U.S. Commodity Futures Trading Commission ("CFTC") unanimously approved to re-propose rules that...more

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