The U.S. Supreme Court’s grant of certiorari in Halliburton Co. v. Erica P. John Fund, No. 13-317, suggests a dramatic change in private securities litigation is possible. On November 15, 2013, the Court accepted...more
Starting in 2012, a variety of new laws passed that directly affect California businesses. There were new filing requirements for exempt securities offerings involving real estate, changes to the rights of dissenting...more
The Supreme Court has agreed to revisit the basic premise of Section 10(b) securities class actions that was first articulated in Basic v. Levinson, 485 U.S. 224 (1988). On November 15, 2013, the Court granted a petition for...more
On September 19, 2013, the finance ministers of Canada, Ontario and British Columbia announced an agreement in principle to create a new securities regulator through a "cooperative capital markets regulatory system".
FINRA has clarified that its Suitability Rule applies to broker dealers' assessment of EB-5 transactions, but that the broker can and should assess the immigration benefit among the economic interests of the investor.
The Ninth Circuit recently reversed a ruling by the U.S. District Court of Nevada granting summary judgment in favor of the SEC in a case alleging violations of Section 5 of the Securities Act of 1933 in connection with the...more
In 2011, the Board of Governors of the Federal Reserve System, the Department of Housing and Urban Development, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Office of the Comptroller of...more
In This Issue:
- Currency Control
- Intellectual Property
- State Secrets
- Court Practice: Company’s address of...more
With the date for the introduction of the new regulatory regime for IPO sponsors now just a matter of weeks away on October 1, 2013, the Hong Kong market has witnessed further action taken by the Securities and Futures...more
Have you heard that Canadian wrappers are a thing of the past and can be relegated to the dustbin of history? If that’s what you’ve heard, then you’ve heard wrong. Canadian wrappers are often still required. And even though...more
In United States v. Vilar, the Second Circuit Court of Appeals has offered another data point in the federal courts’ ongoing efforts to define the extraterritorial reach of the federal securities laws.
Agency Template for Tailored Resolution Plans -
On September 3, the FDIC and the Fed released an optional model template for tailored resolution plans required to be submitted by the Dodd-Frank Act.
Last month the Ninth Circuit Court of Appeals issued an important opinion that could establish a safe harbor to protect condominium hotels from being characterized as securities under federal and state securities laws. In...more
A recent unpublished opinion by Justice William W. Bedsworth set me to cogitating on the status of commodities under the Corporate Securities Law of 1968. In Kelly v. Monex Co., 2013 Cal. App. Unpub. LEXIS 5903 (Aug. 21,...more
A California Court of Appeal reversed a trial court’s decision and held that a borrower may sue a bank for wrongful foreclosure when an attempted transfer of loan to a securitized trust occurred after the trust’s closing...more
On August 1, 2013, the Division of Investment Management of the Securities and Exchange Commission published an IM Guidance Update (the “Update”) regarding Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act...more
Yesterday, I wrote about the Ninth Circuit’s recent decision allowing a plaintiff to amend his complaint to plead that a subsequent event (the filing of a registration statement) had caused his loss as a result of an...more
Many state securities laws, known as blue sky laws, are patterned after Section 12(a)(2) of the Securities Act of 1933. ...more
This Orrick law alert relates to the changes made in the Russian securities law by Federal Law No. 210-FZ dated July 23 (On Amendments to the Federal Law on the Securities Market and to Certain Russian Laws and Regulations)....more
Long before taxpayer-sponsored bailouts or state-sponsored “resolutions” of financial institutions came to occupy such a prominent place in our collective consciousness, financial institutions relied on hybrid capital...more
The U.S. Court of Appeals for the Ninth Circuit has affirmed the dismissal with prejudice of a putative securities class action concerning the sale of 420 hotel-condominium units at the Hard Rock Hotel in San Diego....more
A federal district court has ruled that investors who pay for shares using Bitcoin have effectively invested money, at least for purposes of federal securities laws. The decision has implications for funds that seek to...more
Bitcoins are everywhere. Last week, a federal judge in Texas held that the virtual currency qualifies as a form of money and allowed the SEC to charge a promoter of a scheme to invest in bitcoins with violations of the...more
Hotel Lawyers on "hotel condo" units as securities (or NOT).
An important decision on when a condo hotel does NOT involve the sale of a "security"
One of the most significant challenges for developers of a condo...more
Two years ago, I wrote about U.S. District Court Judge Dana Sabraw’s opinion in Salameh v. Tarsadia Hotels, 2011 U.S. Dist. LEXIS 30375. The case involved the question of whether ownership interests in individual units of...more