News & Analysis as of June 4, 2025

Securities Exchange Act of 1934

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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A Significant Development for Broker-Dealers Quoting Fixed Income Securities

Davis Wright Tremaine LLP on 3/10/2025

As a follow-up to our prior discussion in this area, this article addresses a recent exemption issued to the New York Stock Exchange ("NYSE") by the Securities and Exchange Commission ("SEC") that allows for increased trading...more

Wealth Management Update - February 2025

Proskauer Rose LLP on 2/6/2025

February 2025 Interest Rates for GRATs, Sales to Defective Grantor Trusts, Intra-Family Loans and Split Interest Charitable Trusts - The February applicable federal rate (“AFR”) for use with a sale to a defective grantor...more

Does Your Company Discourage Employees from Being Whistleblowers? The SEC May Think So!

Foley & Lardner LLP on 1/16/2025

The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted in 2010 in response to the 2008 financial crisis, added protections for whistleblower activity to the Securities Exchange Act of 1934 (“Exchange...more

The Second Circuit Revives Exchange Act Claims Against Outside Auditor, Finding Alleged Misstatements In Audit Certification To Be...

A&O Shearman on 11/5/2024

On October 31, 2024, the United States Court of Appeals for the Second Circuit revived claims brought under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 against an outside auditor (the...more

SEC Continues Scrutiny of Provisions That Might Impede Whistleblowers

WilmerHale on 9/19/2024

On September 9, 2024, the Securities and Exchange Commission (SEC) announced settled charges against seven public companies for violations of certain whistleblower protections provided by Rule 21F-17 under the Securities...more

Second Circuit Dismisses Rule 10b-5 Claims Based On Pure Omissions Theory Following Remand From The United States Supreme Court

A&O Shearman on 9/18/2024

On August 19, 2024, the United States Court of Appeals for the Second Circuit dismissed, on remand from the United States Supreme Court, putative class action claims brought under Section 10(b) of the Securities Exchange Act...more

California District Court Grants Motion To Dismiss Investor Class Action Against Rideshare Company

A&O Shearman on 5/23/2024

On May 14, 2024, Judge Rita F. Lin of the United States District Court for the Northern District of California granted a motion to dismiss a putative securities class action against a ridesharing company (the “Company”) and...more

Top 5 SEC Enforcement Developments for February 2024

Morrison & Foerster LLP on 3/26/2024

Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s expanded definition of securities dealers; - •An...more

Who Needs Customers, Anyway? New SEC Rules Turn Traders Into Dealers

Jones Day on 2/28/2024

The Securities and Exchange Commission (the "SEC" or "Commission") has adopted new rules that further define the phrase "part of a regular business" for purposes of determining whether a person is a "dealer" or "government...more

SEC Adopts Changes to the Definition of “Dealer” and “Government Securities Dealer”

Hinckley Allen on 2/14/2024

On February 6, 2024, the Securities and Exchange Commission (“SEC”) adopted final rules (the “Final Rules”) that will further define the phrase “as a part of a regular business” as used in the statutory definitions of...more

The SEC's Treasury Clearing Mandate

Katten Muchin Rosenman LLP on 12/22/2023

Mandatory central clearing is coming to the US Treasury market. Citing the many virtues of clearing — mitigation of the "overall amount of counterparty credit risk," centralized default management, multilateral netting of...more

SEC Adopts Final Rules Amending Beneficial Ownership Reporting Requirements

Wilson Sonsini Goodrich & Rosati on 10/11/2023

On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it adopted final rules amending beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act...more

Eleventh Circuit Affirms Dismissal of Securities Fraud Class Action for Failure to Plead Corporate Scienter in Alleged Fraudulent...

Carlton Fields on 8/16/2023

The Eleventh Circuit Court of Appeals recently affirmed the dismissal of a purported securities fraud class action, because lower-level corporate officials with knowledge of an alleged fraudulent sales scheme were not...more

Western District Of New York Holds That Desire To Raise Capital In Specific Offering Can Provide A Basis to Infer Scienter

A&O Shearman on 2/3/2023

On January 6, 2023, Judge John L. Sinatra, Jr. of the United States District Court for the Western District of New York denied a motion to dismiss claims against a cannabis and tobacco engineering company (the “Company”)...more

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

Seward & Kissel LLP on 1/18/2023

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions...more

Tuning Up Stock Option Grant Practices

Foley & Lardner LLP on 5/19/2022

Stock option grant practices have been the subject of recent guidance from the Securities and Exchange Commission (SEC), and continue to be scrutinized by various parties for compliance with the tax requirements of the...more

New SEC Enforcement Actions Bring Number of Firms Charged with Form CRS Failures to 42

Holland & Knight LLP on 2/25/2022

The SEC's Division of Enforcement continues to focus on registrants' compliance with Form CRS, a byproduct of the agency's rulemakings "designed to enhance the quality and transparency of retail investors' relationships with...more

District Of Connecticut, On Remand, Denies Motion To Dismiss Putative Class Action Against Consumer Financial Services Company

A&O Shearman on 2/25/2022

On February 11, 2022, the United States District Court for the District of Connecticut denied a motion to dismiss a putative securities class action asserting claims under the Securities Exchange Act of 1934 (“Exchange Act”)...more

U.S. Capital Markets Regulations Affecting U.S. Companies

Pillsbury Winthrop Shaw Pittman LLP on 8/11/2021

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient...more

The SPAC Explosion: Beware the Litigation and Enforcement Risk

Pillsbury Winthrop Shaw Pittman LLP on 12/16/2020

SPACs have seen exponential growth in 2020, but SPAC sponsors, investors and targets should beware the scrutiny de-SPAC transactions are receiving from the plaintiffs’ bar and the SEC. 2020’s SPAC IPO explosion will...more

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