Business and Securities Law Forum

The newsletter of the ISBA’s Section on Business and Securities Law

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2014 Articles

Attorney malpractice for failure to file blue sky rescission notice By Tae Kim & Charles W. Murdock September 2014 The case of Goldfine v. Barack, Ferrazzano, Kirschbaum & Perlman highlights the uncertainty of what is a sufficient rescission notice, and what is the appropriate calculation for damages under the statutory interest provision.
Boilerplate warnings no defense to fraud: The Second District’s decision in Rasgaitis v. Waterstone By Jennifer Fair & Charles W. Murdock October 2014 A recent Second District case, Rasgaitis v. Waterstone Financial Group Inc., held that, among other things, cautionary language in life insurance policies and annuities did not shield investment advisors from investors’ claims.
Dodd-Frank provides incentives and enhanced protections for individuals to blow its new, shiny “whistle,” but Sarbanes-Oxley’s old whistleblower protections may have more luster in certain situations By Michael R. Karnuth September 2014 Provided here is an explanation of (I) the DFA’s award and protection provisions, and how those provisions differ from SOX’s whistleblower provisions for considering which provisions to select and utilize; and (II) the procedures for submitting eligible information and seeking an award from the SEC under the DFA.
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 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 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.
Second Circuit clarifies bar on extraterritorial application of U.S. securities laws By John R. Schleppenbach October 2014 The bar on the extraterritorial application of the U.S. securities laws applies to cases involving foreign purchases of foreign securities even if the securities are cross-listed on a domestic exchange.