Stocks Securities & Exchange Commission

News & Analysis as of

Second Circuit: Facebook Shareholders Lack Standing for Derivative Suits Challenging Pre-IPO Statements

Earlier this week, a U.S. Court of Appeals for the Second Circuit opinion reinforced that federal courts take standing in derivative actions quite seriously, particular when the alleged director misconduct predated the IPO....more

The Supreme Court Addresses Scope of Section 11 Liability for Statements of Opinion

As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more

Are Public Companies Required to Disclose that the Government is Investigating Them?

For many public companies, the first issue they have to confront after they receive a government subpoena or Civil Investigative Demand (“CID”) is whether to disclose publicly that they are under investigation. Curiously, the...more

SEC Issues Investor Alerts

Have you, a family member, a client or a friend ever been approached to make an investment where you were not sure if the person soliciting you to invest was trustworthy? If so, you are not alone. In fact, in response to...more

Planning For Qualified Dividend Income When Taking Foreign Companies Public - Tax Update Volume 2015, Issue 2

Where Qualified Dividend Treatment Is Important, Serious Consideration Should Be Given to Ensuring the Company Is Eligible for Treaty Benefits Before Taking It Public. Dividends generally are taxed at ordinary income...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

SEC Says Fantasy Stock Trading Violates Securities Laws; Charges Others for Selling Illegal Security-Based Swaps

The SEC issued an Investor Alert which says fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. I bet the Congressional drafters of these provisions...more

Blog: A Hug Before They Both Exit: Commissioners Aguilar And Gallagher Present Joint Recommendations For New Transfer Agent Rules

Here’s a novel pairing: SEC Commissioners Aguilar and Gallagher, both of whom are scheduled to leave their posts at the SEC, issued a joint statement on June 11th about the need to modernize the SEC’s transfer agent rules,...more

Must the "Maker" of a False Statement have "Ultimate Authority" over that Statement to be Subject to Liability for Securities...

This case involved a civil enforcement action by the Securities and Exchange Commission (SEC) against certain public relations companies and their principals, alleging violations of—among other things—Section 17(a) of the...more

Pay Versus Performance Rules Proposed by Securities and Exchange Commission

On April 29, 2015, the U.S. Securities and Exchange Commission (SEC) issued another proposed rule under the Dodd-Frank Act, this time with respect to the pay versus performance requirements of Section 953(a) of the Act. ...more

Observations on the SEC’s Proposed Pay Versus Performance Rule

The SEC has issued a proposed rule to require companies to disclose the relationship between executive compensation and the financial performance of a company. The details of the proposed rule have been well publicized, and...more

Delaware Court of Chancery Rules Dispute over Accounting Methodology Must Be Resolved through Purchase Price Adjustment Procedure...

A recent case in Delaware provides a cautionary tale for sellers who carefully negotiate limitations on their indemnification liability to buyers for claims that the financial statements of the target business fail to comply...more

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

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