Latest Publications


SEC Division of Enforcement Realigning Focus

Andrew Ceresney, the new co-head of the Division of Enforcement for the SEC, recently remarked that the agency is shifting its efforts to focus on areas that have not received as much attention in the years following the...more

SEC Chair Clarifies Effect of Proposed Rules on Newly Created Rule 506(c)

On July 10, 2013, the SEC approved final rules that repealed the ban on general solicitation in Rule 506(c) offerings if sales are made only to accredited investors and other conditions are met. On the same day, the SEC...more

Delaware Court Applies the Business Judgment Rule to a Controlling Stockholder Merger

In a recent decision, the Delaware Court of Chancery for the first time applied the business judgment rule standard of review to a controlling stockholder (or freeze-out) merger. In re MFW Shareholders Litigation, C.A. No....more

Shareholder Proposals: "Proxy Proposals by Proxy" Excluded in Federal Court

A judge in the Federal District Court from the Southern District of Texas recently granted summary judgment to a company in a suit seeking declaratory judgment to permit the company to exclude John Chevedden's shareholder...more

FINRA Submits Rulemaking Items to the SEC for Comment and Approval

At its April 2013 board meeting, the Financial Industry Regulatory Authority (FINRA) Board of Governors approved several proposed rule changes that will be submitted to the SEC for review and approval. The proposed rulemaking...more

SEC's Division of Trading and Markets Releases FAQs Regarding Rule 15a-6 and Foreign Broker-Dealers

Rule 15a-6 under the Securities Exchange Act of 1934 provides conditional exemptions from broker-dealer registration for foreign broker-dealers that engage in certain specified activities involving U.S. investors. These...more

SEC Commissioner Emphasizes the Need for Robust Proxy Disclosure

On February 20, 2013, SEC Commissioner Luis A. Aguilar delivered a speech regarding the need for more robust disclosure in proxy statements and highlighted areas in which disclosure can be substantially improved....more

NYSE Rule Providing Uniform Notification Method Approved by SEC

On January 11, 2013, the SEC approved a proposed amendment to the listed company manual (the "manual") of the NYSE that will provide a uniform method of notifying the NYSE of matters or events where timely notification is...more

SEC's New Position on Voting Buttons Necessitates Changes to Online and Telephone Proxy Solicitation

The SEC recently informed service providers in the proxy distribution industry of a new interpretive position regarding the use of voting buttons. According to the new SEC staff position, service providers must present...more

COSO Seeks Public Comment on Its Proposed Internal Control over External Financial Reporting

On September 18, 2012, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) released an exposure draft of its Internal Control over External Financial Reporting: Compendium of Approaches and Examples...more

SEC Staff Releases FAQs About JOBS Act Research Provisions

On August 22, 2012, the staff of the Securities and Exchange Commission (SEC) released answers to frequently asked questions (FAQs) about certain research provisions of Title I of the Jumpstart Our Business Startups Act (JOBS...more

PCAOB Adopts Auditing Standard on Communications With Audit Committees

On August 15, 2012, the Public Company Accounting Oversight Board (PCAOB) announced its adoption of Auditing Standard No. 16 that seeks to improve communications between auditors and audit committees. Auditing Standard No. 16...more

GAO Releases Report on Factors Affecting the Decrease in Regulation A Offerings

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act). The JOBS Act includes a number of changes to fundamental U.S. federal securities law policies which are intended to relax...more

7/16/2012  /  GAO , JOBS Act , Regulation A , SEC

Federal Court Rules that Receipt of "Wells Notice" Does Not Trigger Reporting Liability

On June 21, 2012, the U.S. District Court for the Southern District of New York ruled that a company's receipt of a "Wells Notice" from the SEC does not trigger a duty to disclose under Rule 10b-5 of the Exchange Act....more

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