Securities Securities & Exchange Commission

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Corporate & Financial Weekly Digest - Volume X, Issue 16

In this issue: - SEC Committee to Focus on the Order Protection Rule at Upcoming Meeting - CFTC Issues No-Action Relief to SEFs and DCMs in Connection with Swaps with Operational or Clerical Errors - CFTC...more

SEC Files Two Offering Fraud Actions Tied To A Horse Farm

The Commission filed two settled offering fraud actions centered in part around an entity engaged in the purchase and sale of thoroughbred horses called Raintree Racing. A second involved an offering of interests in a real...more

“Friends” Who Trade on Inside Information: How United States v. Newman Changes the Law

In unsuccessfully seeking rehearing in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), reh’g denied, Nos. 13-1837, 13-1917 (2d Cir. Apr. 3, 2015), the government acknowledged that the Second Circuit’s recent decision in...more

SEC Pursues Another Fractional Interest Company

On April 7, 2015, the Securities and Exchange Commission (SEC) filed a complaint in the United States District Court for the Central District of California against Pacific West Capital Group, Inc., its owner, and the...more

Crowdfunding Gets Local: What Entrepreneurs and Start-Ups Need to Know to Capitalize on Exemptions for Intrastate Crowdfunding in...

Many entrepreneurs and start-up companies are looking for innovative ways to raise money without the red tape of the securities laws. Crowdfunding is often touted as the solution to this dilemma. In its simplest terms,...more

Trends in Securities Litigation Influenced by Recent Supreme Court Decisions

Securities Exchange Act Claims - Data from a National Economic Research Associates, Inc. study, Recent Trends in Securities Class Action Litigation: 2014 Full-Year Review, demonstrates that filings alleging securities...more

This Week In Securities Litigation

Microcap fraud, misappropriation by investment advisers and offering fraud cases were the focus of SEC enforcement this week. The Commission filed a microcap fraud action centered on blank check companies involving ten...more

SEC Secures Victory on Fraud Allegations Against Technology Executive

The US District Court for the District of Columbia took the unusual step of granting summary judgment against a technology company executive who the Securities and Exchange Commission accused of various violations of the...more

SEC Files Offering Fraud and Ponzi Scheme Cases

A staple of SEC enforcement in recent years has been offering fraud and Ponzi scheme cases. This week the Commission filed two more of these actions, one an offering fraud targeting military personnel and a second and...more

If at First You Don't Succeed: Fourth Circuit Revives Securities Fraud Claims

The Fourth Circuit recently revived securities fraud claims against a pharmaceutical company, holding that the allegations that the company acted with wrongful intent were sufficient to proceed even under the heightened...more

SEC Files Offering Fraud Action

The Commission filed another offering fraud action tied to the sale of interests in the development of oil and gas wells prior to the recent downturn in the price of oil. Beginning in 2010 the defendants raised about $4.4...more

This Week In Securities Litigation

The SEC filed another FCPA action, this time against the company that financed a “world tour” as part of the bribes paid by employees to secure business. Previously, the Commission filed an action against the employees. ...more

The Financial Report - Volume 4, No. 7 • April 2015 (Global)

Discussion and Analysis - Last week, the Securities and Exchange Commission proposed to amend SEC Rule 15b9-1 under the Securities Exchange Act of 1934, which exempts certain broker-dealers from membership in a...more

At the State Level, Is a Fixed-Index Annuity?

The so-called Harkin Amendment to the Dodd-Frank Act was intended to keep fixed-index annuities outside the SEC’s jurisdiction. But the issue remains unsettled on the state level. For example, an Illinois state court recently...more

This Week In Securities Litigation

The broken windows approach to enforcement continued this week. The Commission bundled together eight settled administrative proceedings centered on going private transactions in which the Respondents failed to update their...more

SEC Obtains Freeze Order In Microcap Manipulation Action

Microcap fraud is an on-going enforcement priority of the Commission. In SEC v. Craven, Civil Action No. 15-cv-1820 (S.D.N.Y. Filed March 11, 2015), the Commission brought a manipulation action against a father and son team,...more

Texas Adopts Intrastate M&A Dealer Exemption

On February 16, 2015, the Texas State Securities Board voted to formally adopt their proposed Rule 139.27, which provides an exemption from dealer registration for intermediaries providing services solely in connection with...more

SEC Charges Tipping Without A Newman – Dirks Personal Benefit

The U.S. Attorney’s Office in Manhattan is trying to have the Second Circuit’s decision in U.S. v. Newman, No. 13-1837, 13-1917 (2nd Cir. Decided December 10, 2014 ) reheard and reversed. In seeking that rehearing the...more

The Financial Report - Volume 4, No. 5 • March 2015 (Global)

Discussion and Analysis - In “Conflicts, Conflicts Everywhere,” her speech at the recent IA Watch 17th Annual Compliance Conference, Julie M. Riewe, Co-Chief of the Securities and Exchange Commission Enforcement...more

What is a Security? Even the SEC Can’t Always Tell

On February 27, 2015, an Administrative Law Judge (ALJ) determined that, contrary to claims by the SEC, interests in an LLC that invested in conservation easements as a tax deduction mechanism were not “securities” within the...more

The Financial Report -Volume 4, No. 4 • February 2015 (Global)

US Judicial Developments - Receiver can be subject to arbitration. The court-appointed receiver for hedge funds used as part of a Ponzi scheme sued the scheme’s “net winners” in an effort to claw back their gains....more

Mutual Fund Adviser Sanctioned for Deficiencies in Custody of Funds’ Derivatives Collateral and Directed Brokerage Compliance

On February 12, 2015, the SEC announced that Water Island Capital LLC (“Water Island”) agreed to settle enforcement proceedings arising from alleged violations of the Investment Company Act of 1940 (the “1940 Act”) found...more

Trends In Canadian Securities Class Actions

Filings for new Canadian securities class actions have been essentially flat over the last three years, according to a recent report by NERA Economic consulting. That trend is consistent with the one for the filing of U.S....more

SEC's Proposed Disclosure Requirements for Hedging Transactions by Directors and Employees Would Apply to Issuers of All Sizes

On February 9, 2015, the SEC proposed amendments requiring disclosure in proxy and information statements regarding issuers' policies governing the entrance of employees, officers, and directors into hedging transactions...more

CFOs Agree to Sarb-Ox Clawback

Two former CFOs have agreed to return nearly a half-million dollars in bonuses and stock sale profits they received while their Silicon Valley software company, Saba Software, was committing accounting fraud. While...more

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