Securities Law Updates

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Matrixx Initiatives, Inc., et al. v. Siracusano: Securities Plaintiffs Can Use Inferences to Show Materiality and Scienter at the Pleading Stages

By Josh Lawler of Zuber & Taillieu and Joel B. Ginsberg

The United States Supreme Court has ruled that in securities cases under §10(b) and Rule 10b–5 the requirement of the materiality of a defendant’s misrepresentations cannot be reduced to a bright-line rule. Facts giving rise to a strong inference that a defendant acted with the required state of mind are… More...

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SEC Adopts Net Worth Standard for Accredited Investors Under Dodd-Frank Act

Net Worth Standard for Accredited Investors Under Dodd-Frank Act  |  SEC No. 2011-274, 17 CFR PARTS 230, 239, 270, and 275 , Release Nos. 33-9287; IA-3341; IC-29891; File No. S7-04-11, RIN 3235-AK  |  12/21/2011

The Securities and Exchange Commission has amended its rules to exclude the value of a person’s home from net worth calculations used to determine whether an individual may invest in certain unregistered securities offerings. More...

Agencies Extend Comment Period on Volcker Rule Proposal

Prohibitions and Restrictions on Proprietary Trading and Certain Interests in, and Relationships With, Hedge Funds and Private E  |  SEC No. 2011-278, 17 CFR Part 255; Release No. 34-66057; File No. S7-41-11; RIN 3235-AL07  |  12/23/2011

Four federal agencies have extended until February 13, 2012, the comment period on a proposal to implement the so-called Volcker Rule of the Dodd-Frank Wall Street Reform and Consumer Protection Act. More...

SEC Staff and FINRA Issue Risk Alert on Broker-Dealer Branch Office Inspections

SEC-FINRA Joint Guidance on Effective Policies and Procedures for Broker-Dealer Branch Inspections  |  SEC No. 2011-250, SEC-FINRA Regulatory Notice No. 11-54, FINRA Risk Alert Volume I, Issue 2  |  11/30/2011

The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) and the Financial Industry Regulatory Authority (FINRA) have issued a Risk Alert and a Regulatory Notice on broker-dealer branch inspections, and offered suggestions to help securities industry firms better perform this key supervisory function. More...

New Rules to Toughen Listing Standards for Reverse Merger Companies Approved

NYSE Amex Notice and Order, NYSE Notice and Order, NASDAQ Notice and Order  |  SEC No. 2011-235, Release No. 34-65710; File No. SR-NYSEAmex-2011-55, Release No. 34-65709; File No. SR-NYSE-2011-38  |  11/9/2011

The Securities and Exchange Commission has approved new rules of the three major U.S. listing markets that toughen the standards that companies going public through a reverse merger must meet to become listed on those exchanges. More...

CFTC Issues Interpretation Concerning Dodd-Frank Anti-Fraud Authority

Retail Commodity Transactions Under Commodity Exchange Act Section 2(c)(2)(D)  |  CFTC No. PR6151-11, RIN 3038-AD64  |  12/2/2011

The U.S. Commodity Futures Trading Commission (CFTC) has issued an Interpretation that relates to anti-fraud authority provided in the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). More...

FDIC Launches Investor Match Program

FDIC’s Investor Match Program  |  FDIC No. PR-148-201  |  9/7/2011

The Federal Deposit Insurance Corporation (FDIC) has launched a new program to encourage small investors and asset managers to partner with larger investors to participate in the FDIC's structured transaction sales for loans and other assets from failed banks. More...

SEC to Publish for Public Comment Updated Market-Wide Circuit Breaker Proposals to Address Extraordinary Market Volatility

Updated Market-Wide Circuit Breaker  |  SEC No. 2011-190; Release No. 34-65438; File No. SR-CBOE-2011-087  |  9/27/2011

The Securities and Exchange Commission has announced that the national securities exchanges and the Financial Industry Regulatory Authority (FINRA) are filing proposals to revise existing market-wide circuit breakers that are designed to address extraordinary volatility across the securities markets. More...

FDIC, OCC, Federal Reserve Board, and SEC Jointly Propose Framework to Implement "Volcker Rule" Requirements

Notice of Proposed Rulemaking on Prohibitions and Restrictions on Proprietary Trading and Certain Interests  |  SEC No. 2011-204  |  10/12/2011

The Securities and Exchange Commission has proposed a rule implementing the so-called "Volcker Rule" requirements. The requirements stem from Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. More...

Fee Rate Advisory #3 for Fiscal Year 2012 Now Out

Order Making Fiscal Year 2012 Annual Adjustments to Registration Fee Rates  |  SEC No. 2011-195, Release Nos. 33-9255; 34-65231  |  8/31/2011

As previously announced by the Securities and Exchange Commission, starting on Oct. 1, 2011, the fees that public companies and other issuers pay to register their securities with the Commission have been reduced to $114.60 per million dollars from their current rate of $116.10 per million dollars. More...

FDIC Board Approves Interim Final Rule Requiring Resolution Plans for Insured Depository Institutions Over $50 Billion

Resolution Plans Required for Insured Depository Institutions with $50 Billion or More in Total Assets  |  12 CFR Part 360, RIN 3064-AD59  |  10/13/2011

The FDIC has approved an Interim Final Rule that would require an insured depository institution with $50 billion or more in total assets to submit periodic contingency plans to the FDIC for resolution in the event of the financial institution's failure. 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.

Banc of America Securities LLC

Citicorp USA, Inc.

Jan Charles Finance S.A.

Park East, Inc.

CIBC World Markets Corp.

Citigroup Inc.

Barclays Capital Inc.

Citigroup Global Markets, Inc.

The Public Employees’ Retirement System of Mississippi

Morgan Stanley & Co., Inc.

Alex Brown, Inc.

Toronto Dominion Texas, LLC f.k.a. Toronto Dominion Texas, Inc.

SG Cowen Securities Corp.

Tellabs, Inc.

Deutsche Bank Securities, Inc.

Mizuho International PLC

Lydia Capital, LLC

Suntrust Capital Markets, Inc.

Makor Issues & Rights, Ltd.

ABN AMRO Inc.

Tribune Company

Fleet Securities, Inc. n.k.a. Bank of America, N.A.

City of Philadelphia Board of Pensions and Retirement

Staples, Inc.

The Bank of New York Company, Inc.

CIBC, Inc.

Citibank, N.A.

Metal Management, Inc.

European Metal Recycling, Ltd.

Salomon Smith Barney Inc. n.k.a. 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.

Merit Securities Corp.

JPMorgan Securities Inc.

Teamsters Local 445 Freight Division Pension Fund

Aetna, Inc.

Scotia Capital (USA), 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.

Consolidated Leasing Hugoton Joint Venture #2

Buchanan Ingersoll & Rooney Professional Corporation

Additional Resources

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