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Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

House Committee Approves Bills that Would Repeal Conflict Minerals and Mine Safety Disclosure Requirements

by White & Case LLP on

On November 15, 2017, the House Financial Services Committee (the "Committee") approved two pieces of legislation that would repeal the conflict minerals and mine safety and health disclosure requirements promulgated under...more

End and refund of the French 3% tax on distributions

by White & Case LLP on

The French Constitutional Court rules that the 3% contribution on distributions is unconstitutional - On 6 October, 2017, the French Constitutional Court, in its decision (n°2017-660 QPC), held that the 3% contribution on...more

Why Kokesh Really Matters

by WilmerHale on

For U.S. Securities and Exchange Commission enforcement practitioners, perhaps the blockbuster decision of the last U.S. Supreme Court term was Kokesh v. SEC — but not for the reason that you might suspect. In Kokesh, the...more

Delaware Court Of Chancery Recommends Limiting The Preclusive Effect Of Prior Decisions On Demand Futility In Derivative Lawsuits ...

by Shearman & Sterling LLP on

On July 25, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery issued a supplemental opinion, responding to a remand order from the Delaware Supreme Court, in which Chancellor Bouchard recommended that the...more

Seventh Circuit Upholds First-Ever “Spoofing” Conviction

On August 8, 2017, a three-judge panel of the US Court of Appeals for the Seventh Circuit unanimously upheld the first-ever criminal conviction of a New Jersey futures trader for the manipulative trading practice known as...more

SEC Sustains Dismissal of Wells Fargo Insider Trading Case

by Dorsey & Whitney LLP on

The rash of lawsuits challenging the SEC’s venue selection decisions may ultimately end with the Supreme Court reviewing the propriety of the retention process for Commission ALJs under the Constitution’s Appointments Clause...more

Nevada’s Constitutional Limitation On Shareholder Liability

by Allen Matkins on

Article 8, Section 3 of the Nevada Constitution provides: Dues from corporations shall be secured by such means as may be prescribed by law; Provided that corporators in corporations formed under the laws of this State...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

Heading into a long holiday weekend the Chairman continued to fill out the senior staff of the agency. Peter Uhlmann, a staff veteran who has held several senior management positions, was appointed as Managing Executive in...more

Limitation of Corporate Loss Carryforward Affecting Only Particular Share Transfers Declared Unconstitutional

by White & Case LLP on

The Federal Constitutional Court of Germany held that the forfeiture of tax loss carryforwards under Sec. 8c para. 1 sent. 1 CITA is inconsistent with the principle of equal treatment pursuant to German Constitutional Law....more

SEC Enforcement, ALJs and the Appointments Clause

by Dorsey & Whitney LLP on

The future of the SEC’s administrative enforcement process and, in particular its Administrative Law Judges, will be the focus of the D.C. Circuit this week as the Court, sitting en banc to hear oral argument in SEC v Raymond...more

SEC Will Not Enforce Part of the Conflict Minerals Disclosure Rule

by Bracewell LLP on

On Friday, April 7, 2017, the acting Chief of the Securities and Exchange Commission (the “Commission”) Michael Piwowar released a statement that the Commission will not recommend enforcement of certain parts of its Conflict...more

Southern District Of Texas Dismisses Class Action Against Plains All American Pipeline, Dismissing Exchange And Securities Act...

by Shearman & Sterling LLP on

On March 29, 2017, Chief District Judge Lee Rosenthal of the United States District Court for the Southern District of Texas, Houston Division dismissed a putative class action against Plains All American Pipeline, a major...more

SEC Issues Updated Statement on Conflict Minerals Rule

by Ropes & Gray LLP on

On Friday afternoon, the SEC’s Division of Corporation Finance issued an Updated Statement on the Conflict Minerals Rule (the “Rule”). An updated Statement was widely anticipated. Earlier in the week, on April 3rd, the U.S....more

Conflict Minerals - What Just Happened and What Didn’t

The conflict minerals saga continues. Background - In April 2014, the Court of Appeals for the D.C. Circuit in National Association of Manufacturers v. SEC held that the conflict minerals rule’s requirement that...more

SEC Staff Issues New Guidance on Conflict Minerals Rule for 2017 Filings

by Bryan Cave on

Late Friday, April 7, the SEC issued two statements relating to the conflict minerals rule which reflect a significant change in the staff’s guidance for public companies. The upshot of these statements is that the staff...more

SEC Calls for Comments on Conflict Minerals Rule Implementation and Guidance

On January 31, 2017, Acting Chairman of the Securities and Exchange Commission (SEC), Michael S. Piwowar, issued two statements calling for comments on the SEC’s enforcement of the conflict minerals reporting requirements of...more

Court Dismisses Claims Against Investment Firm For Lack Of Personal Jurisdiction

by Winstead PC on

In Happy vs. Tanner, Tanner sued Retire Happy for breach of fiduciary duty, negligent misrepresentation, fraud, conversion, negligence, promissory estoppel, quantum meruit, and violation of the Texas Securities Act arising...more

To Be or Not To Be: The SEC Administrative Court — Are They Constitutional or Not

by Seyfarth Shaw LLP on

Seyfarth Synopsis: What, if any, steps the government will take to appeal the Tenth Circuit’s Bandimer’s decision remains to be seen. The government may elect to petition the entire Tenth Circuit to hear the case en banc. Or...more

Bridging the Week - January 2017

Jon Corzine Agrees to US $5 Million Fine and Registration Ban to Settle CFTC Charges Related to Collapse of MF Global; Edith O’Brien to Pay US $500,000: Jon Corzine agreed to resolve charges brought by the Commodity Futures...more

This Week In Securities Litigation - Holiday Edition

by Dorsey & Whitney LLP on

Questions regarding the validity of SEC ALJs continue to be a key focus for SEC enforcement. The Tenth Circuit concluded that the retention of SEC ALJs violated the Constitution’s Appointment Clause, setting up a potential...more

Appellate Court Decision Casts New Doubts Regarding SEC Administrative Actions

by Bryan Cave on

A recent federal appellate decision casts new doubt on the SEC’s practice of using its own administrative law judges (ALJs) to hear actions brought by the SEC Enforcement Division. In a decision late last month, the U.S....more

10th Circuit Holds SEC ALJs Are Holding Office Unconstitutionally

by Allen Matkins on

In March 2015, I posed the following question: But if you were hailed before an unconstitutional tribunal with the ostensible authority to fine you and bar you from working, would you want a “real” court to step in and...more

August 2016: Circuit Courts Align to Shield SEC Administrative Proceedings from Collateral Constitutional Attack

In response to the financial crisis of the late 2000s, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010. Previously the SEC could pursue civil penalties only against...more

D.C. Circuit Upholds Constitutionality of SEC Administrative Proceedings

by Shearman & Sterling LLP on

On August 9, 2016, a three-judge panel of the United States Court of Appeals for the District of Columbia Circuit issued Lucia v. SEC, a significant decision that holds that the Securities and Exchange Commission’s (“SEC” or...more

D.C. Circuit Upholds Constitutionality of SEC Administrative Law Judges

The Securities and Exchange Commission (“SEC”) scored a significant victory yesterday in its quest to defend the increased use of its in-house judges when a three-judge panel of the D.C. Circuit ruled that the appointment of...more

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