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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U.S. Sentencing Commission Promulgates Amendment to the Federal Sentencing Guidelines Responding to the Dodd-Frank Act

Sentencing Guidelines for United States Courts  |  No. ________  |  4/13/2012

The United States Sentencing Commission has promulgated amendments to the federal sentencing guidelines responding to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) regarding securities fraud, mortgage fraud, human rights offenses, drug offenses, and other offenses. More...

FINRA Warns Investors of Email Hack Attacks

Email Hack Attack? Be Sure to Notify Brokerage Firms and Other Financial Institutions  |  FINRA Regulatory Notice 12-05  |  1/26/2012

The Financial Industry Regulatory Authority (FINRA) has issued a new Investor Alert called Email Hack Attack? Be Sure to Notify Brokerage Firms and Other Financial Institutions. More...

Rules on Advisory Performance Fee Charges Tightened

Investment Adviser Performance Compensation – February 15, 2012  |  17 CFR Part 275; Release No. IA-3372; File No. S7-17-11; RIN 3235-AK71  |  2/15/2012

The Securities and Exchange Commission has tightened its rule on investment advisory performance fees to raise the net worth requirement for investors who pay performance fees, by excluding the value of the investor’s home from the net worth calculation. More...

SEC Proposes Rules to Help Prevent And Detect Identity Theft

Identity Theft Red Flags Rules  |  SEC No. 2012-34, 17 CFR Part 248; Release No. IC-29969; File No. S7-02-12; RIN: 3235-AL26  |  2/28/2012

The Securities and Exchange Commission has announced a rule proposal to help protect investors from identity theft by ensuring that broker-dealers, mutual funds, and other SEC-regulated entities create programs to detect and respond appropriately to red flags. More...

Public Comment Sought for Financial Literacy Study Mandated by Dodd-Frank Act

Comment Request for Study Regarding Financial Literacy Among Investors  |  SEC No. 2012-12, Release No. 34-66164; File No. 4-645  |  1/18/2012

The Securities and Exchange Commission has published a request for public comment on financial literacy and investor disclosure issues that it is studying as part of a review mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. More...

SEC Adopts Dodd-Frank Mine Safety Disclosure Requirements

Mine Safety Disclosure Requirements  |  SEC No. 2011-273, 17 CFR PARTS 229, 239 and 249, Release Nos. 33-9286; 34-66019; File No. S7-41-10  |  12/21/2011

The Securities and Exchange Commission has adopted new rules outlining how mining companies must disclose the mine safety information required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. More...

FDIC's Plans to Review Existing Regulations to Include Those Affected by the Dodd-Frank Act

Plans to Review Existing Regulations for Continued Effectiveness  |  FDIC No.____  |  11/10/2011

On July 11, 2011, the President issued Executive Order 13579, "Regulation and Independent Regulatory Agencies". The FDIC has a long-standing policy and practice of reviewing its proposed and existing regulations to evaluate their impact. More...

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...

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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