Securities Law Updates

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Lawson et al. v. FMR LLC: Sarbanes-Oxley’s Whistleblower Protection Is Limited to Employees of Publicly Traded Companies

By Josh Lawler and Kevin A. Malcolm of Zuber & Taillieu

In a split decision, the First Circuit recently held that Sarbanes-Oxley’s whistleblower protection is limited to employees of publicly traded companies and thus excludes employees of a publicly traded company’s contractors. In Lawson et al. v. FMR LLC, 670 F.3d 61 (1st Cir. 2012), a case of first impression, the… More...

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Agencies Issue Advance Notice of Proposed Rulemaking Regarding Alternatives to the Use of Credit Ratings in the Regulatory Capital Guidelines

Advanced Notice of Proposed Rulemaking Regarding Alternatives to the Use of Credit Ratings in the Regulatory Capital Guidelines  |  12 CFR Part 3, Docket ID No. OCC-2010-0016, RI 1557-AD35; 12 CFR Part 325; 12 CFR Part 567  |  8/10/2010

The federal banking agencies (“Agencies”) have agreed to publish an advance notice of proposed rulemaking (advance notice) regarding alternatives to the use of credit ratings in their risk-based capital rules (capital rules) for banking organizations. More...

FINRA Fines Morgan Stanley $800,000 for Deficient Conflict of Interest Disclosures in Equity Research Reports and Public Appearances by Research Analysts

In re: FINRA’s Action Against Morgan Stanley & Co., Inc.  |  BD 8209  |  8/10/2010

The Financial Industry Regulatory Authority (“FINRA”) has censured and fined Morgan Stanley & Co., Inc. $800,000 for failing to make public disclosures required by FINRA's rules governing research analyst conflicts of interest. More...

Seattle-Area Company and Former CFO in Hot Water for Phony Accounting of Infomercial Sales

Securities and Exchange Commission v. International Commercial Television, Inc.  |  Case No. 3:10-cv-05555 (W.D. Wash.), Release No.. 21622  |  8/9/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has charged the former chief financial officer of a Seattle-area skin care retailer with fraudulently boosting earnings by reporting sales of anti-aging products promoted through Home Shopping Network infomercials while the products still sat unsold in the company’s warehouse. More...

Bribery Charges Brought Against Two Global Tobacco Companies for Violating FPCA

SEC v. Universal Corp., Inc./SEC v. Alliance One International, Inc.  |  Civil Action No. 01:10-cv-01318 (RWR) (D.D.C.) / Civil Action No. 01:10-cv-01319 (RMU) (D.D.C.) No. 21618  |  8/6/2010

The U.S. Securities and Exchange Commission (“SEC,” or “Commission”) has charged two major tobacco companies, Universal Corporation, Inc. and Alliance One International, Inc., with violating, among other things, the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977 ("FCPA") for their involvement in a multi-million dollar bribery scheme with government officials in Thailand to obtain nearly $30 million in sales contracts to supply tobacco. More...

SEC Charges Two Former Public Company Chairmen, Their Lawyer and Their Stockbroker in Fraudulent Scheme

Securities and Exchange Commission v. Samuel E. Wyly, et al.  |  Civil Action No.10-CV-5760 (SAS) (S.D.N.Y.), Release No. 21607  |  7/29/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has alleged in a civil enforcement action that Samuel E. Wyly and his brother, Charles J. Wyly, Jr. (hereinafter the "Wylys"), engaged in a 13-year fraudulent scheme to hold and trade tens of millions of securities of public companies while they were members of the boards of directors of those companies, without disclosing their ownership and their trading of those securities. More...

SEC Publishes Public Request for Comment to Inform Study of Obligations of Broker-Dealers and Investment Advisers

Study Regarding Obligations of Brokers, Dealers, and Investment Advisers  |  Release No. 34-62577; IA-3058; File No. 4-606  |  7/27/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has published a request for public comment to inform its study of the obligations and standards of care of broker-dealers and investment advisers providing personalized investment advice about securities to retail investors. More...

SEC Files Settled Books and Records and Internal Controls Charges Against General Electric for Improper Payments to Iraqi Ministries

SEC v. General Electric Company, et al.  |  Civil Action No. 1:10-CV-01258 (D.D.C.)(RWR), Litigation Release No. 21602  |  7/27/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has filed Foreign Corrupt Practices Act (“FPCA”) books and records and internal controls charges against General Electric Company ("GE") and two GE subsidiaries — Ionics, Inc. (currently GE Ionics, Inc.) and Amersham plc (currently GE Healthcare Ltd.) — in the U.S. District Court for the District of Columbia. More...

Goldman Sachs to Pay Record $550 Million to Settle SEC Charges Related to Subprime Mortgage CDO

Securities and Exchange Commission v. Goldman, Sachs & Co. and Fabrice Tourre  |  Civil Action No. 10 Civ. 3229 (S.D.N.Y.); Release No. 21592  |  7/15/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has announced that Goldman, Sachs & Co. will pay $550 million and reform its business practices to settle SEC charges that Goldman misled investors in a subprime mortgage product just as the U.S. housing market was starting to collapse. More...

SEC: Citigroup Inc. Gave Misleading Disclosures Regarding Its Exposure to Sub-Prime Assets

Securities and Exchange Commission v. Citigroup Inc.  |  Civil Action No. 1:10-CV-01277 (ESH) (D.D.C.), Litigation Release No. 21605  |  7/29/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has charged Citigroup Inc. with misleading investors about the extent of the company's exposure to sub-prime mortgage-related assets during 2007. More...

SEC Charges Dell and Senior Executives with Disclosure and Accounting Fraud

SEC v. Dell Inc., Michael S. Dell, et al.  |  Civil Action No. 1:10-cv-01245 (D.D.C.), Release No. 21599  |  7/22/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has charged Dell Inc. with failing to disclose material information to investors and using fraudulent accounting to make it falsely appear that the company was consistently meeting Wall Street earnings targets and reducing its operating expenses. More...

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Companies Mentioned

Securities Law

The following companies are mentioned in Securities Law Updates:

Securities and Exchange Commission

Harris Associates, L.P.

Citicorp USA, Inc.

Banc of America Securities LLC

The Public Employees’ Retirement System of Mississippi

Morgan Stanley & Co., Inc.

Jan Charles Finance S.A.

Park East, Inc.

CIBC World Markets Corp.

Citigroup Inc.

Barclays Capital Inc.

Citigroup Global Markets, Inc.

Calyon Securities (USA), Inc. f.k.a. Credit Lyonnais Securities (USA) Inc.

Salomon Smith Barney, Inc.

Calyon New York Branch (successor by operation of law to Credit Lyonnais New York Branch)

Dynex Capital Inc.

Citigroup, Inc.

JPMorgan Chase & Co.

JPMorgan Securities Inc.

Merit Securities Corp.

Scotia Capital (USA), Inc.,

Teamsters Local 445 Freight Division Pension Fund

Aetna, Inc.

Cowen & Co., LLC f.k.a. SG Cowen Securities Corp.

Societe Generale

SunTrust Bank

TD Securities (USA), Inc.

BMO Nesbitt Burns Corp. n.k.a. Harris Nesbitt Burns Corp.

Buchanan Ingersoll & Rooney Professional Corporation

Consolidated Leasing Hugoton Joint Venture #2

W. R. Huff Asset Management Co., LLC

Consolidated Leasing Anadarko Joint Venture

ABN AMRO Bank N.V.

Guardian Capital Management

Free Enterprise Fund

Banc of America, N.A.

Vesta Insurance Group, Inc.

Beckstead and Watts, LLP

Barclays Bank PLC

Torchmark Corp.

Public Company Accounting Oversight Board

BNY Capital Markets, Inc.

KPMG Peat Marwick, LLP

Deloitte & Touche LLP

Credit Lyonnais Securities (USA) Inc.

Florida State Board of Administration

Credit Suisse Securities (USA) LLC

Deutsche Bank AG

The Cleaners & Caulkers Local 1 Pension Fund

Credit Suisse, New York Branch

Additional Resources

Securities Law