Stocks Securities & Exchange Commission

News & Analysis as of

SEC Charges Attorney For Allegedly False Legal Opinion

Last week, the Securities and Exchange Commission announced charges against an attorney who was allegedly involved in the filing of false registration statements.  The SEC’s order instituting proceedings alleges that the...more

SEC Approves Amendments to NASD Rule 2340 and FINRA Rule 2310 to Address Values of Direct Participation Program and Unlisted Real...

The Financial Industry Regulatory Authority has issued Regulatory Notice 15-02 regarding the Securities and Exchange Commission’s approved amendments to National Association of Securities Dealers (NASD) Rule 2340 (and...more

SEC Continues to Focus On Microcap Stock Manipulation

Microcap stock manipulations continues to be a key area of focus for SEC Enforcement with the filing of two new cases involving the CEOs of two firms of manipulating the share price of their firms. In SEC v. Forum National...more

SEC and FINRA Issue Risk Alert on Penny Stock Companies

I’m not your legal advisor. And I’m definitely not your investment adviser. But the first rule of penny stock companies should be: do not invest in penny stock companies. I mean, does that seem like a smart thing to do? ...more

This Week In Securities Litigation

This week the SEC and the DOJ filed a settled FCPA action. The disgorgement paid by the issuer put the case at number ten on the list for the largest such amounts paid in an SEC FCPA case....more

NYSE Proposes New Global Market Capitalization Test for Listing Companies

On September 30, 2014, the SEC published an NYSE amendment, effective as of such publication, to adopt a new initial listing standard, and to eliminate all but one of the current NYSE initial listing standards, for US...more

SEC Compliance Manual for NASDAQ-Listed Non-US Companies

As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the NASDAQ Stock Market (“NASDAQ”), non-US...more

Company Liability for Insider Stock Ownership Reports

Earlier this month, the SEC announced charges against six public companies for contributing to their insiders’ failure to properly file Form 4s or for violating the Item 405 proxy disclosure requirements for late insider...more

Proposal for Tick-Size Pilot Program Submitted to SEC

In response to an order from the Securities and Exchange Commission (SEC) in June, on August 26, 2014, the SEC announced that it had received a proposal from the national securities exchanges and the Financial Industry...more

FINRA and Exchanges Submit Tick Size Pilot Plan

FINRA and the exchanges have complied with an SEC order to establish a national market system plan to implement a targeted 12-month pilot program that will widen minimum quoting and trading increments (tick sizes) for certain...more

SEC Orders Securities Exchanges and FINRA to Develop Tick Size Pilot Plan

The Securities and Exchange Commission has issued an order directing certain national securities exchanges and the Financial Industry Regulatory Authority, Inc. to jointly develop and file with the SEC a national market...more

Common Issues Related to the Sale of Gifted Stock

One of the more challenging aspects of managing a development office at a college or university is managing the sale of a gift of company stock. While there is no set criteria for determining when to accept such a gift, or...more

SEC Charges Five Co-Conspirators in Reverse Merger Scheme

On May 5, the Securities and Exchange Commission brought charges in the US District Court for the District of New Jersey against a Toronto-based consultant and four associates for running a scheme to illegally reap millions...more

Wall Street Banks, Stock Exchanges and High Frequency Trading Firms Hit With Securities Fraud Class Action

Last month, the City of Providence, Rhode Island filed a first-of-its-kind class action against Wall Street banks, securities exchanges and brokerage firms over alleged violations of federal securities laws stemming from the...more

Share-Based Compensation Update to SEC’s Financial Reporting Manual

In February 2014, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance updated Section 9520 of its Financial Reporting Manual. Section 9520 is part of Topic 9, which provides guidance for...more

New FINRA Supervision Rules Impact Broker-Dealers’ Insider Trading Procedures and Supervisory Controls

Financial Industry Regulatory Authority (FINRA) rules require member firms to establish and maintain a system of written procedures to supervise the activities of its members. On December 23, 2013, the SEC approved new FINRA...more

SEC Obtains $5.6 Million Judgment Against Stockbroker for Insider Trading of Burger King Stock

Earlier this month, the US District Court for the Southern District of New York entered a $5.6 million judgment in favor of the Securities and Exchange Commission against Waldyr Da Silva Prado Neto (Prado), a Brazilian...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

The SEC: The Future Path of Enforcement (Conclusion)

Parts I and II of this series looked back at select cases brought by the Commission during 2013. Part III considered the projected path of SEC Enforcement based on remarks by members of the Commission and new initiatives....more

Preparing for the 2014 Proxy Season - Process and Expectations

Annual Meeting Timeline: - Stockholder Proposals: ..Generally 120 days before the date on which the previous year’s proxy materials were mailed - Determine Proposal...more

Tick Tock: Time for Action on Tick Sizes

Former Vice Chairman of NASDAQ, David Weild IV, guest blogs about the importance of tick sizes. David is Head of Capital Markets at Grant Thornton and Founder, Chairman and CEO of Capital Markets Advisory Partners....more

Not in My House: Mark Cuban Defeats the SEC's Insider Trading Charges

The high profile long-running saga between Mark Cuban -- entrepreneur, television personality, and billionaire owner of the Dallas Mavericks -- and the SEC has finally ended with Mr. Cuban emerging victorious. On October 16,...more

Owned

Some of you may be familiar with my various blog posts relating to personal branding. (See below.) This past month, I became aware of what I believe to be a very first in the realm of personal branding: selling stock...more

Banking Notes - October 2013: Community Bank Stock on the Over-the-Counter Market

Over the last 12 months, we have seen an increase in the number of community banks interested in generating liquidity for their shareholders. The reasons for this increase vary: some banks want to create a more liquid stock...more

Extra, Extra! – Extraterritoriality And Criminal Actions As To Alleged Securities Fraud

In its seminal decision in Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010), regarding antifraud provisions of the U.S. securities laws, the Supreme Court held that “Section 10(b) [of the Securities Exchange...more

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