Ellen Canan Grady provides a brief description of the most important initiatives in securities law and corporate governance during 2015, and provides links to the related Cozen O’Connor client Alerts. More
Cozen O’Connor’s global securities group serves a wide array of corporate clients in the U.S., Europe, South and Central America, Australia and Asia. We work with public and private companies, officers and directors, investors, registered broker-dealers and stock exchanges. We advise these clients on federal and state securities laws, stock exchange rules, Financial Industry Regulatory Authority (FINRA) requirements, and provide counsel on all types of capital markets transactions, from initial public offerings and stock exchange listings to at-the-market offerings, (ATMs), private investment in public equity (PIPEs), shelf takedowns, reverse mergers, mergers and tender offers. Moreover, the group defends clients in securities investigations, controversies and litigation.
Securities is an unusual practice in part because the regulation scheme is largely administrative, rather than statutory. This means that it is absolutely critical for counsel to have good relationships with and access to public officials. Cozen O’Connor’s team has been working closely with high-level officials at the U.S. Securities and Exchange Commission (SEC), national exchanges, FINRA and Public Company Accounting Oversight Board for nearly 30 years. Our attorneys have a reputation among key decision makers for being knowledgeable and forthright, which means our requests for review, relief or assistance are greeted with a well-earned presumption of legitimacy.
Cozen O’Connor also differentiates itself through it’s staffing method, which rejects the high-leverage model used by most large law firms. Instead of forcing our most seasoned attorneys to supervise large teams of inexperienced associates, we free senior members to actually practice law. Two things happen when veteran lawyers are directly involved in every aspect of the work: projects are completed more efficiently because there is less need for review and revision and legal argumentation is more sophisticated because it is crafted by attorneys with a nuanced understanding of securities law and business imperatives.
Not only do our senior securities attorneys serve clients directly, they serve clients around the clock. New York is five hours behind London, 11 hours behind Beijing and Tokyo and 14 hours behind Australia, which means there is continual activity in the capital markets. This practice group is designed to operate twenty-four hours a day so that attorneys are available to provide tactical advice to clients whenever they need it.
Advise clients on compliance with all securities laws, including the Securities Act of 1933, Securities and Exchange Act of 1934, Trust Indenture Act of 1939, Investment Advisors Act of 1940, Bank Secrecy Act, Foreign Corrupt Practices Act, National Securities Markets Improvements Act, Sarbanes-Oxley, Dodd-Frank, the JOBS Act, NSMIA and Blue Sky laws
Create public and private corporations, limited liability companies, and partnerships or trusts
Counsel companies, partnerships, broker-dealers, investment advisors, investment companies, boards and committees and individuals on securities matters
Assist with periodic public reports, annual reports to shareholders and proxy materials
Perform first time listings, initial public offerings (IPOs), re-IPOs, alternative public offerings (APOs) and reverse mergers
Negotiate shelf takedowns
Counsel on ATM and equity line offerings and secondary underwritten offerings, private placements, PIPEs and Rule 144A/Regulation S offerings
Conduct spin-offs, split-offs and carve-out transactions
Support senior, subordinated, secured and unsecured debt offerings, as well as high-yield and investment-grade debt offerings
Advise on public auctions, tender offers and privatizations
Controversy and Litigation
Defend clients in delisting proceedings before securities exchanges such as NASDAQ, NYSE Amex and other entities
Represent clients in examinations, inspections, informal and formal investigations, and enforcement proceedings brought by the SEC, FINRA, securities exchanges and state “Blue Sky” authorities
Defend clients in administrative proceedings brought by the SEC, FINRA, state securities agencies and stock exchanges
Defend clients in civil and criminal securities cases, including securities class action and derivative suits
Private and public companies
Investment and hedge funds
Special purpose acquisition companies (SPACs)
Board of directors and special/standing committees, including audit committees, governance committees, compensation committees and special litigation committees
Officers and directors
Broker-dealers and investment bankers
The securities team operates out of several offices, including the regulatory and transactional hubs of Washington D.C., New York City and Philadelphia, which means that when matters demand quick action, our attorneys are already on location. Cozen O’Connor attorneys have top legal and academic credentials, as well as prior governmental and corporate experience. The team includes a former COO of the Treasury Department’s $700-billion Troubled Asset Relief Program, a former member of the SEC's Enforcement Division and former in-house attorneys. Attorneys in the group are ranked by Chambers and Partners USA. They are frequently asked to provide comment and background on securities law and related compliance matters.
This practice group serves companies ranging in size from venture capital startups to Fortune 500 enterprises, but we are particularly well known for our work with small- to mid-cap public companies and regional brokers. This so-called “middle market” is actually growing faster, producing more jobs and attracting more capital than any other segment of the U.S. economy. Such dynamic companies need securities lawyers who see their potential, are attuned to their specific challenges, and are willing to make a long-term commitment to their expansion. Due to Cozen O’Connor’s history of entrepreneurship, our attorneys are ideally positioned to provide the combination of legal and business support that growing companies require.
January 19, 2016
Ellen Canan Grady provides a brief description of the most important initiatives in securities law and corporate governance during 2015, and provides links to the related Cozen O’Connor client Alerts.
November 09, 2015
The proposed amendments to Rule 147 are designed to facilitate capital formation and, in part, to assist issuers seeking to raise capital under state intrastate crowdfunding rules. The proposed amendments to Rule 504 under Regulation D increase the amount of securities that may be sold in any 12-month period to $5 million and add certain “bad actor” disqualification provisions.
November 09, 2015
“Regulation Crowdfunding,” which was approved by a three to one vote of the Commissioners, sets forth rules under which small businesses and startups can raise equity or debt in a crowdfunded securities offering conducted through a funding portal using the Internet.
October 29, 2015
On October 22, 2015, the SEC issued Staff Legal Bulletin providing the current views on the scope and application of Rule 14a-8(i)(9) and the scope and application of Rule 14a-8(i)(7) following the decision in Trinity Wall Street v. Wal-Mart Stores, Inc.
August 10, 2015
The final CEO pay ratio rule amends Item 402 of Regulation S-K, and requires public companies to disclose (1) the median annual total compensation of all employees of the issuer (other than the CEO), (2) the annual total compensation of the CEO of the issuer, and (3) the ratio of those two amounts.
July 08, 2015
The proposed rules would direct the exchanges to develop listing standards requiring listed companies to implement a policy to recover from executive officers, in the event of an accounting restatement, incentive-based compensation that would not have been paid under the restated financial statements.
July 06, 2015
The SEC is seeking comments on whether the SEC’s current rules governing disclosure of audit committee activities permit investors to understand and evaluate audit committee performance.
May 12, 2015
The Securities and Exchange Commission proposed for comment new “pay versus performance” rules that would require public company registrants to disclose the relationship between executive compensation and financial performance.
April 02, 2015
On March 25, as required by Title IV of the JOBS Act, the SEC unanimously voted to adopt regulations to amend existing Regulation A to increase the amount of capital that issuers can raise under the regulations, and to update the forms and filing and delivery requirements of issuers relying on the regulation to raise capital. Under new “Regulation A+,” as it is widely called, issuers will be able to raise up to $20 million during any 12-month period in a Tier 1 offering, or up to $50 million in any 12-month period in a Tier 2 offering.
March 16, 2015
Ellen Canan Grady, a member in the firm's corporate group, recently published an article in Corporate Counsel on the dilemma that public companies face in deciding how to respond to a shareholder's "proxy access" proposal.
February 11, 2015
On February 9, 2015, the Securities and Exchange Commission (SEC) proposed for comment new corporate disclosure rules regarding public company issuer hedging policies applicable to directors, officers and employees. On January 16, 2015, SEC Chair White directed the SEC Division of Corporation Finance to review the proper scope and application of Rule 14a-8(i)(9), a provision that permits a public company issuer to exclude an otherwise qualified shareholder proposal from its proxy materials if the subject matter of the proposal directly “conflicts” with a company’s own proposal.
January 05, 2015
Elan Kandel of the Global Insurance Department discusses principal federal securities statutes implicated in the IPO context and the insurance coverage issues in this Law360 article. "Hardly any time passes without the announcement of yet another private equity-backed initial public offering. In 2014, private equity-backed IPOs represented 63 percent of domestic IPOs by number and 72 percent by volume."
October 01, 2012
SEC Recommends Major Changes in Municipal Securities Market - Public & Project Finance Alert - The Securities and Exchange Commission (the SEC) on July 31, 2012 issued a comprehensive report with recommendations to improve the municipal securities market and enhance disclosure provided to investors.
July 19, 2012
GAO Publishes Report on Factors That May Affect Trends in Regulation A Offerings - Securities Alert - One of the primary objectives behind the Jumpstart Our Business Startups Act (the JOBS Act) was to increase small business capital formation.
July 02, 2012
The JOBS ACT: SEC Guidance on the Changes to the Registration and Deregistration Requirements under the Exchange Act - Securities Alert - H.R. 3606, also known as the Jumpstart Our Business Startups Act (JOBS Act), was signed into law on April 5, 2012.
June 26, 2012
Confidentiality Agreements and Standstill Provisions; the Delaware Chancery Court Broadly Construes Confidentiality Agreements and Enjoins a Hostile Bid Despite the Absence of Standstill Provisions Relating to Stock Transactions - Securities Alert - In a significant recent decision, Martin Marietta Materials, Inc. v. Vulcan Materials Company, the Delaware Chancery Court reiterated the preference of Delaware courts to enforce confidentiality agreements and to construe them broadly as a matter of public policy.
May 10, 2012
The JOBS Act: SEC Guidance on the Confidential Submission Process - Securities Alert - H.R. 3606, also known as the Jumpstart Our Business Startups Act (JOBS Act), was signed into law on April 5, 2012. Since its enactment, the Division of Corporate Finance (the Division) of the Securities and Exchange Commission (the Commission) has provided guidance on the implementation and application of the JOBS Act in light of its existing rules, regulations and procedures.
April 13, 2012
JOBS Act Becomes Law and SEC Issues Guidance: The JOBS Act Reforms the Regulatory Scheme Governing the Offering of Securities - Securities Offerings and Regulation Alert! - The Jumpstart Our Business Startups Act, or JOBS Act, was enacted on April 5, 2012. The JOBS Act was a legislative response to the sharp decline in public offerings during the last decade. It is intended to reform the private and public offering process to ease the regulatory burdens on smaller companies and facilitate capital formation.
June 13, 2011
Supreme Court Decision Limits Scope of Private Securities-Fraud Actions - Securities Offerings and Regulation Alert! - This morning, the Supreme Court issued an important decision limiting the scope of private securities-fraud actions. The decision in Janus Capital Group, Inc., et al. v. First Derivative Traders (No. 09-525) will provide powerful protection to third-parties who assist issuers in the preparation of prospectuses and other public statements.
April 26, 2011
FINRA adopts regulations to address allocation, pricing and trading of new issues - Thomas Reuters - The Securities and Exchange Commission recently approved Financial Industry Regulatory Authority rule 5131, which will go into effect on May 27, 2011. This rule imposes substantial new limitations on the initial public offering process in an effort to engender public confidence. The rule imposes prohibitions on broker-dealers (FINRA members) participating in the allocation, pricing and trading of "new...
April 08, 2011
FINRA Adopts New Regulations to Address the Allocation, Pricing and Trade of New Issues - Securities Offerings and Regulation Alert! - The Securities and Exchange Commission recently approved Financial Industry Regulatory Authority (FINRA) Rule 5131, which will go into effect on May 27, 2011. This rule imposes substantial new limitations on the initial public offering process in an effort to engender public confidence. The rule imposes prohibitions on broker-dealers (FINRA members) participating in the allocation, pricing, and trading of "new issues."
March 02, 2011
FINRA Proposes Amendments to the Rule Governing Member Firm Participation in Private Placements - Securities Offerings and Regulation Alert! - The Financial Industry Regulatory Authority (FINRA) has proposed amendments to Rule 5122 (the rule), which governs a member firm’s participation in private placements. The rule initially was developed in response to abuses in the sale of private placements issued by broker-dealers and their control entities.
November 16, 2010
SEC Proposes Say-On-Pay Rules - Securities Offerings and Regulation Alert! - Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act on October 18, 2010, the U.S. Securities and Exchange Commission (the SEC) proposed amending its rules to enable shareholders to cast advisory votes on executive compensation and golden parachute compensation.
November 16, 2010
SEC Proposes Rule to Define 'Family Office' - Securities Offerings and Regulation Alert! - "Family offices" are entities established by wealthy families to manage their wealth, plan for their families' financial future, and provide other services to family members. It is estimated that there are between 2,500 and 3,000 single family offices in the United States managing more than $1.2 trillion in assets. Generally, family offices meet the definition of "investment adviser" under the Investment Advisers Act of 1940 (the Advisers Act) because,
September 29, 2010
The Second Circuit Issues an Important Decision Regarding the Scope of the Bespeaks-Caution Doctrine - Securities and Financial Services Litigation and Securities Regulation Alert! - In a recent decision, the United States Court of Appeals for the Second Circuit made clear that the bespeaks-caution doctrine applies to forward-looking statements only and not to characterizations that communicate present or historical facts. Any company that makes public statements should take heed. Disclosures about risks will cover forward-looking statements; but where a plaintiff can show that an allegedly false or misleading statement pertains to present or historical facts,
July 07, 2010
Supreme Court Addresses the Constitutionality of Public Company Accounting Oversight Board... - Securities Offerings and Regulation Alert! - On June 28, 2010, the U.S. Supreme Court issued a much anticipated decision in Free Enterprise Fund v. Public Company Accounting Oversight Board (No. 08-861). Free Enterprise Fund challenged the constitutionality of the Public Company Accounting Oversight Board (“PCAOB”) on a number of constitutional grounds, sought to have the PCAOB declared unconstitutional, and sought to enjoin the PCAOB from exercising its enforcement powers.
May 21, 2010
U.S. Supreme Court Addresses the Statute of Limitations for Private Federal Securities Fraud Claims - Securities Offerings and Regulation Alert! - On April 27, 2010, the United States Supreme Court (“Supreme Court”) held in Merck & Co. v. Reynolds that the limitations period in private securities fraud actions accrues when the plaintiff discovers, or a reasonably diligent plaintiff would have discovered, “the facts constituting the violation,” which include facts concerning a defendant’s fraudulent intent, or scienter. In holding so, the Supreme Court acknowledged that “storm warnings” and “inquiry notice”
April 20, 2010
FinCEN and Six Other Federal Regulators Issue Joint Guidance on Anti-Money Laundering Compliance - Securities Offerings and Regulations Alert! - In March 5, 2010, the Financial Crimes Enforcement Network (“FinCEN”), along with six other federal regulatory bodies, issued joint guidance (the “Guidance”) to clarify and consolidate those regulators’ expectations regarding financial institutions’ obligations to obtain beneficial ownership information relating to certain customer accounts and relationships in connection with the Bank Secrecy Act (“BSA”) and the Anti-Money Laundering compliance program
March 18, 2010
First Circuit Dismisses SEC's Theory of Liability Under Rule 10b-5(b) for Underwriters - Securities Offerings and Regulations Alert! - The U.S. Court of Appeals for the First Circuit, sitting en banc, issued a major blow to the U.S. Securities and Exchange Commission (SEC) on March 10, 2010, when it rejected the SEC’s claims that an underwriter makes implied statements when it disseminates prospectuses. In the opinion, SEC v. Tambone, which was authored by Judge Selya, the court held that one cannot “make” a statement within the purview of Rule 10b-5(b) of the Securities Exchange Act of 1934 (“Exchange Act”) by
March 02, 2010
SEC Proposes Amendments to Rule 10b-18 Safe Harbor for Issuer Repurchases - Securities Offerings and Regulations Alert! - The Securities and Exchange Commission (“SEC”)
recently proposed amendments to Rule 10b-18 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).1 Rule 10b-18 provides issuers2 with a safe harbor from anti-manipulation liability under the Exchange Act when an issuer repurchases its common stock in the
market in accordance with the Rule’s manner, timing, price and volume conditions.
March 01, 2010
SEC Adopts Short Sale Price Restrictions - Securities Offerings and Regulations Alert! - On February 24, 2010, the Securities and Exchange
Commission (“SEC”) adopted, by a vote of 3-2, a new short sale pricing rule. Rule 201 under Regulation SHO of the Securities Exchange Act of 1934, as amended (“Exchange Act”)restricts the short selling of stock when the price of the security has dropped by 10 percent or more in one day. Once the 10 percent circuit breaker is triggered, only short sells above the current national best bid (“NBB”)
October 06, 2009
SEC Approves Amendments to NYSE Rule 452 - Securities Offerings and Regulations Alert! - On July 1, 2009 the U.S. Securities and Exchange Commission (the “SEC”) approved amendments to New York Stock Exchange (the “NYSE”) Rule 452, which governs discretionary voting by brokers in the absence of instructions from the street name shareholder. The amendments eliminate broker discretionary voting for all elections of directors at shareholder meetings, whether contested or not, except for companies registered under the Investment Company Act of 1940.
September 24, 2009
SEC Proposes Amendments to the Investment Advisers Act Custody Rule - Securities Offerings and Regulations Alert! - The U.S. Securities and Exchange Commission (the
“SEC”) is currently reviewing public comments on
proposed amendments to Rule 206(4)-2 (the
“Custody Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”)1. The amendments are designed to provide additional safeguards under the Advisers Act when an adviser has custody of client funds or securities. The amendments were proposed by the SEC in response to several recent enforcement actions against investment advisers
August 17, 2009
SEC Director of Enforcement Discusses Changes Within the Division - Securities Offerings and Regulations Alert! - In a speech before the New York City Bar Association on August 5, 2009, Robert Khuzami, the director of the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Enforcement (the “Division”), discussed the restructuring of and changes in operations within the Division, as well as recent enforcement actions that the
Division has initiated. The changes within the Division come in the wake of harsh criticism of the SEC for failing to detect and prevent the Bernard Madoff scandal.
August 07, 2009
FINRA's Trade Reporting Rule Amendments Become Effective - Securities Offerings and Regulations Alert! - On August 3, 2009, amendments to the Financial Industry Regulatory Authority's ("FINRA") trade reporting obligations for over-the-counter ("OTC") equity transactions became effective. The amendments, which the U.S. Securities and Exchange Commission (the "SEC") approved in November 2008, (i) replace the current market maker-based trade reporting structure with an "executing party" structure and (ii) require firms with the trade reporting obligations that are acting in a riskless
August 05, 2009
SEC Makes Short Sale Close-Out Rule Permanent - Securities Offerings and Regulations Alert! - In October 2008, in response to the unusual U.S. market conditions at that time, the U.S. Securities and Exchange Commission (the “SEC”) enacted temporary Rule 204T, which imposed and enhanced delivery requirements on sales of all equity securities, and temporary Rule 10a-3T, which required the reporting of short-sales by certain institutional investment managers.¹ The SEC intended the temporary rules to provide powerful disincentives to persons who might exacerbate
July 24, 2009
Federal Appeals Court Orders SEC to Reconsider Rule 151A Addressing Fixed Indexed Annuities - Securities Offerings and Regulations Alert! - On July 21, 2009 the United States Court of Appeals for the District of Columbia ordered the Securities and Exchange Commission (“SEC”) to reconsider Rule 151A, a rule classifying indexed annuities as securities and subjecting their offer and sale to the federal securities laws. The Court held in American Equity Investment Life Insurance Company, et al. v. Securities and Exchange Commission1, that while indexed annuities can reasonably
July 23, 2009
nst Mavericks' Cuban Dismissed; Misappropriation Theory of Insider Trading Questioned - Securities Offerings and Regulations Alert! - On July 17, 2009, a U.S. District Judge for the
Northern District of Texas dismissed the U.S.
Securities and Exchange Commission’s (the “SEC”)
insider trading case against Mark Cuban, owner of the Dallas Mavericks; a decision which will affect the way confidentiality agreements between issuers and investors are drafted and may affect the SEC’s application of its misappropriation theory of insider trading liability.
December 03, 2008
The State Of Unregistered Intermediary Regulation - Law 360 - Law360, New York (December 03, 2008) -- For years, unregistered intermediaries (finders)
in securities transactions have adeptly and, at times, daringly navigated through the maze
of federal, state and self-regulatory rules and regulations. However, recent U.S. Securities and Exchange Commission (SEC) actions and court rulings have reinvigorated long-standing concerns that these finders may be violating securities
laws by failing to register under federal and state
October 13, 2008
SEC Emergency Orders Related to Short Sales Clarified - Securities Offerings and Regulations Alert! - In unprecedented action, the U.S. Securities and
Exchange Commission (the “SEC”) recently issued
two Emergency Orders (collectively, the “Orders”)
related to short sales. Both Emergency Orders were issued after news broke of the financial crises involving Lehman Brothers, AIG and Merrill Lynch and were prompted by growing concern about the possible unnecessary or
artificial price movements based on unfounded rumors regarding the stability of financial
September 05, 2008
SEC Proposes Amendments to the Foreign Broker-Dealer Registration Exemptions in Rule 15A-6 - Securities Offerings and Regulations Alert! - The U.S. Securities and Exchange Commission (“SEC”)recently proposed significant amendments to Rule 15a-6 under the Securities Exchange Act of 1934 (the “Exchange Act”), the rule which provides conditional exemptions from broker-dealer registration to non-U.S. brokerdealers
engaged in certain activities involving certain U.S. investors.1 The amendments are intended to update and expand the scope of certain exemptions for foreign broker-dealers .
August 28, 2008
SEC to Replace Edgar with "IDEA" - Securities Offerings and Regulations Alert! - On August 19, 2008 the U.S. Securities and Exchange Commission (“SEC”) unveiled a successor database to the current EDGAR database. The new database, Interactive Data Electronic Applications or “IDEA,” is intended to give investors faster and easier access to key financial information about public companies and mutual funds. Once implemented, IDEA will at first supplement and eventually replace the EDGAR database. The EDGAR database will remain
July 14, 2008
SEC Further Extends Deadline For Non-Accelerated Filers' Compliance With Auditor Attestation Report Requirements of Section 404(b) of Sox - Securities Offerings and Regulations Alert! - On June 26, 2008, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the temporary rules that it published on December 21, 20061, requiring non-accelerated filers2 to include in their annual reports pursuant to rules implementing Section 404(b) of the Sarbanes-Oxley Act of 2002 (“SOX”), an
attestation report of their independent auditors on internal control over financial reporting for fiscal years ending on or after December 15,
July 08, 2008
Recent Court and SEC Actions Suggest Heightened Scrutiny for Finders - Securities Offerings and Regulations Alert! - A recent U.S. Securities and Exchange Commission (“SEC”) enforcement action and a recent New York state court decision confirm that individuals that act as “finders” in securities offerings will be the subject of increased scrutiny. A “finder” is a person who acts as an intermediary in a private or public offering of securities for consideration and who does so without compliance with the federal broker-dealer regulatory regime. The SEC action and the
July 07, 2008
FINRA Proposes New Rule to Govern Private Placements - Securities Offerings and Regulations Alert! - On June 5, 2008, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed with
the U.S. Securities Exchange Commission (“SEC”) a proposed rule change to adopt new Rule 5122, which would impose certain requirements on private offerings made by FINRA members. The proposed rule submitted to the SEC is substantially similar to the one found in Notice to Members (“NTM”) 07-27, which FINRA issued in June 2007;however, in the final rule proposal
March 18, 2008
SEC Proposes Anti-Fraud Rule For Naked Short Sales - Securities Offerings and Regulations Alert! -
January 17, 2008
Supreme Court Limits - Securities and Financial Services Litigation Alert! - On Tuesday, the United States Supreme Court handed a major victory to businesses, in a decision concerning the scope of "scheme" liability in private securities fraud actions under Section 10(b) of the Securities and Exchange Act and SEC Rule 10b-5. The attached Cozen O'Connor Alert! analyzes the rationale for and impact of that decision.
December 20, 2007
SEC Adopts Amendments to Rules 144 and 145 - Securities Offerings and Regulations Alert - On November 15, 2007 the U.S. Securities and Exchange Commission (the “SEC”)
adopted significant amendments to Rules 144 and 1451, rules that had not been substantively
revised since 1997. The amendments (“Amendments”), which the SEC adopted
substantially in the form proposed, are designed to increase the liquidity of privately sold
securities and decrease the cost of capital for all issuers without compromising investor
November 01, 2007
SEC Proposes Reform of Regulation D Private Offering Exemptions and Provides Guidance on the Integration Safe Harbor - Securities Offerings and Regulations Alert - On August 3, 2007 the U.S. Securities and Exchange Commission (the “SEC”)
issued a release (the “Release”) in which it proposed amendments to Regulation D to provide additional flexibility to issuers and to clarify and improve the application of existing provisions of Regulation D.1
June 25, 2007
Supreme Court Refines Pleading Requirements in Private Securities Fraud Litigation - Securities and Financial Services Litigation Alert - On June 21, 2007 the United States Supreme Court reached its much-anticipated decision in Tellabas, Inc. v. Makor Issues & Righs, Ltd. clarifying the requirements for pleading fraud in private securities Litigation
June 04, 2007
SEC Proposes Amendments to Capital Raising & Reporting Rules for Smaller Companies & Approves Guidance on Compliance with Section 404 of SOX - Securities Offerings and Regulations Alert - 06/04/07 - On May 23, 2007, the U.S. Securities and Exchange Commission (SEC) proposed a series of measures aimed at modernizing and improving certain requirements with respect to the capital raising and reporting requirements for smaller companies.
June 01, 2007
Securities Litigation Relief On The Horizon? - Corporate Counsel - There are few companies who need not be concerned with developments in securities litigation. With private plaintiffs and regulators “following the money” into
private finance, companies held both privately and publicly must stay informed. Two critical
issues in this area — pleading fraudulent intent and third party liability — are currently
before the U.S. Supreme Court. Greater clarity, and perhaps some relief for corporate counsel, should emerge this year.
May 07, 2007
SEC Adopts Amendments to the Proxy Rules for Electronic Delivery of Proxy Materials - Securities Offerings and Regulations Alert - 05/07/07 - The Securities and Exchange Commission (SEC) has adopted amendments to the proxy rules under the Securities Exchange Act of 1934, as amended
May 01, 2007
Privileges and Cooperation - BEST'S REVIEW - Insurance companies, like other businesses, face inquiries and investigations from government agencies and attorneys. They also rely on attorney-client and work-product privileges when gathering information and reaching conclusions neccessary to respond in such situations. Companies under scrutiny often face pressure, however, to waive these privileges.
April 25, 2007
SEC Broadens Definition of "Covered Securities" - Securities Offerings and Regulations Alert - 04/25/07 - On April 18, 2007, the U.S. Securities and Exchange Commission (the "SEC")adopted an amendment to Rule 146 of the Securities Act of 1993, as amended(the "Securities Act", to designate securities listed or authorized for listing on the Nasdaq Capital Market
April 10, 2007
The Fifth Circuit Rules on Third Party Liability for Securities Fraud; Underscores Circuit Split; Supreme Court to Review - Securities and Financial Services Litigation Alert - The United States Fifth Circuit Court of Appeals recently issued an opinion concerning the liability of financial services companies and other vendors for their clients alleged securities fraud.
March 10, 2007
SEC Guidance on Client Commission Practices Under Section 28(E) - Securities Offerings and Regulations Alert - 03/10/07 - Section 28(E)of the Securities Exchange Act of 1934 (the "Exchange Act") establishes a safe harbor that allows money managers to use client funds to purchase brokerage and research services for their managed accounts under certian circumstances
January 22, 2007
SEC Amends Voluntary E-Proxy Rules and Proposes Mandating Distribution by E-Proxy - Securities Offerings and Regulations Alert - 01/22/07 - At a public meeting held on December 13, 2006 the U.S. Securities and Exchange Commission (the
"SEC") adopted amendments to the proxy rules governing the voluntary electronic delivery of proxy
materials and proposed further changes to the rules that would require electronic delivery of proxy materials
December 26, 2006
SEC's New Interpretation of Rule 415 Severely Limits Use of Pipes - Securities Offerings and Regulations Alert - 12/26/06 - Private Investment in Public Equity (“PIPE”) transactions are private placements of equity securities
or convertible debt securities by public companies generally made to accredited investors, followed by the
prompt filing with the U.S. Securities and Exchange Commission (the “SEC”) of a registration statement to
cover the resale of those securities.
December 21, 2006
SEC Provides Smaller Companies and Newly Public Companies Further Relief from Section 404 Requirements - Securities Offerings and Regulations Alert - 12/21/06 - On December 15, 2006 the U.S. Securities and Exchange Commission (the “SEC”) issued a release
in which it adopted an extension proposed in August to further postpone the date by which smaller public
companies and newly public companies must comply with Section 404 of the Sarbanes-Oxley Act of 2002
December 08, 2006
SEC's No-Action Relief Provides Guidance on the Finder Exception to Broker-Dealer Registration - Securities Offerings and Regulations Alert - The U.S. Securities and Exchange Commission (“SEC”) staff issued its first guidance on the finder
exception to the broker-dealer registration requirement under Section 15 of the Securities and Exchange Act
of 1934 (the “Exchange Act”) since March 2000 when it revoked a previously issued no-action letter.
December 08, 2006
The Second Circuit Clarifies the Standard Governing Motions for Class Certification - Securities and Financial Services Litigation Alert! - On December 5, 2006, the United States Court of Appeals for the Second Circuit issued a landmark decision with wide-ranging effects in private securities litigation. Until now, the legal standard governing motions for class certification under Federal Rule of Civil Procedure 23 was an unsettled issue in the Second Circuit, where many securities class actions are brought.
November 20, 2006
NASDAQ Proposes Change to Independent Director Definition - Securities Offerings and Regulations Alert - 11/20/2006 - On October 6, 2006 The NASDAQ Stock Market LLC “Nasdaq”) filed with the U.S. Securities
and Exchange Commission (“SEC”) a proposed rule change to Rule 4200(a)(15)(B) and IM-4200 to
modify Nasdaq’s definition of “independent director.”1 The proposed change would increase the direct payment test under the “independent director” definition from $60,000 to $120,000.
October 24, 2006
AMEX, NYSE, and NASDAQ Mandate Direct Registration System Eligibility - Securities Offerings and Regulations Alert - The Direct Registration System ("DRS") which is operated by The Depository Trust Company ("DTC") allows an investor to have securities registered in his name without having a securities certificate issued to him.
October 16, 2006
NYSE and NASD Propose Rule Changes to Amend Certain Research Analyst Rules - Securities Offerings and Regulations Alert! - On September 27, 2006 the New York Stock Exchange (“NYSE”) and the National Association of
Securities Dealers, Inc. (“NASD”) each filed with the U.S. Securities and Exchange Commission (“SEC”)
two proposed rule changes relating to their respective research analyst rules; NYSE Rules 472 and 344
and NASD Rules 1050 and 2711. The amendments proposed by the NYSE differ only slightly from those
proposed by the NASD. A summary of the proposed amendments follows.
August 16, 2006
SEC Proposal Grants Relief from SOX 404 Compliance to Smaller Public Companies and Foreign Private Issuers - Securities Offerings and Regulations Alert! -
August 11, 2006
SEC Adopts Changes to Disclosure Requirements for Executive Compensation and Related Matters - Securities Offerings and Regulations Alert! -
July 05, 2006
Hedge Fund Rule is Arbitrary According to U.S. Court of Appeals - Securities Offerings and Regulations Alert! -
February 23, 2006
SEC Proposes Amendments to Significantly Alter Executive Compensation and Related Disclosure Requirements - Securities Offerings and Regulations Alert! -