Section Newsletters

Articles on Securities & Exchange Commission

SEC Defeats Motion to Dismiss Insider Trading Complaint Alleging Novel ‘Shadow Trading’ Theory By Jonathan E. Richman & Julia D. Alonzo Corporate Law Departments, February 2022 The SEC prevailed on a motion to dismiss a closely watched lawsuit alleging that the defendant had engaged in insider trading based on news about a not-yet-public corporate acquisition when he purchased securities of a company not involved in that deal.
The Metaverse’s Orange Groves: Are Fractional NFTs Subject to Securities Regulation Under Howey? By Ahad Syed Business and Securities Law, December 2021 Recent developments with non-fungible tokens have prompted lively discussion about the sale of unregistered securities and potential enforcement by the Securities and Exchange Commission
Eighth Circuit applies negligence standard to SEC enforcement claims for solicitation of false proxies, falsification of records, and deception of auditors By John R. Schleppenbach Business and Securities Law, February 2014 Corporate officers may now be civilly liable for soliciting false proxies, falsifying corporate records, and deceiving auditors without a showing of scienter.
General solicitation of investors under new SEC Rule 506 [look and] (c) By Tracy J. Nugent Business and Securities Law, February 2014 Under new SEC Rule 506(c), issuers of securities in private placements exempt from registration under Rule 506 of Regulation D may now choose to use general solicitation and general marketing, provided they take reasonable steps to verify that purchasers of the securities are accredited investors.
New SEC crowdfunding rules By William A. Price Business and Securities Law, November 2013 An update on the rules governing crowdfunding.
Saint or sinner? The efficacy of the proposed “1,000 Shareholder” Amendment to Section 12(g) By Cory White Business and Securities Law, April 2012 The move to a 1,000 shareholder limit would not cause as serious a deficiency in reporting as it may initially seem, as the new law would move more in line with current market realities. 
Saint or sinner? The efficacy of the proposed “1,000 Shareholder” amendment to Section 12(g) By Cory White Racial and Ethnic Minorities and the Law, December 2011 Some lawmakers and regulators see the current “500 shareholder rule” of section 12(g) as a hindrance to capital formation, which has always been a stated goal of the SEC and other financial regulators. Representatives David Schweikert (R-AZ) and Jim Himes (D-CT) have introduced a bill that will amend Section 12(g).
Proposed “Bad Actor” exclusion to Rule 506 offerings By Barry L. Fischer Business and Securities Law, July 2011 On May 27, 2011, the Securities and Exchange Commission released a proposed rule which would disqualify an entity from using the Rule 506 private offering safe-harbor if the entity or a “covered person” associated with the entity is or was involved in specified violations of securities laws, securities administrators or other regulatory entities.
Major reform to rules governing the broker-investor relationship is on the way By Laurence M. Landsman Business and Securities Law, January 2011 Brokers will soon be held to higher standards of care toward their clients, and investors will have access to greater protections where brokers have breached their standards of care.
SEC issues interpretive guidance on climate change disclosure requirements for public companies By Dustin T. Till Business and Securities Law, June 2010 The SEC has published a new interpretive document intended to inform public companies of their obligation to disclose to investors the impacts on their businesses—both positive and negative—of existing and proposed climate change laws and regulations.
SEC issues interpretive guidance on climate change disclosure requirements for public companies By Dustin T. Till Environmental and Natural Resources Law, May 2010 The SEC has published a new interpretive document intended to inform public companies of their obligation to disclose to investors the impacts on their businesses—both positive and negative—of existing and proposed climate change laws and regulations.
Recent SEC enforcement of environmental financial disclosure By E. Lynn Grayson & Stephanie M. Ailor Corporate Law Departments, September 2007 In the past few months, the SEC has resolved a number of pending actions against corporate executives accused of engaging in improper environmental financial reporting.
SEC Changes Proxy Disclosure of Equity Compensation: New rules made consistent with FAS 123R expense recognition By Stacy L. Powell Corporate Law Departments, February 2007 On December 22, 2006 the SEC released an unexpected alteration in the executive compensation proxy disclosure rules.
SEC proposes new disclosure rules for executive compensation By Steven A. Seelig Corporate Law Departments, June 2006 Under the Securities and Exchange Commission’s recent proposal, companies would have to disclose far more detail about the pay and perks provided to named executive officers.
SEC simplifies Securities Act registration procedures and modernizes issuer Communications By Robert J. Wild Business and Securities Law, November 2005 The Securities and Exchange Commission adopted significant changes to the securities registration and offering processes under the Securities Act of 1933 (the “Securities Act”). Release No. 33-8591 dated July 19, 2005, available at http://sec.gov/rules/final/33-8591.pdf
A primer on SEC Rule 10b5-1: Affirmative defenses for insider trading By Alan Horwich & Andrew M. Klein Corporate Law Departments, November 2003 Securities and Exchange Commission ("SEC") Rule 10b5-1, issued in 2000, provides a means for corporate insiders and others to engage in certain prearranged securities transactions without running afoul of the prohibition on trading on the basis of material nonpublic information about the securities.
New technology raises a new question: What is the definition of a broker-dealer? By Ana M. Mencini Business and Securities Law, March 2003 One of the goals of the Securities and Exchange Commission (Commission) is to ensure that the Commission meets the challenge of keeping up with technology and its impact on the marketplace.

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