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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Shareholding Choice Regarding Proxy Materials

Release Nos. 34-56135; IC-27911; File No. S7-03-0, RIN 3235-AJ79  |  8/1/2007

This issuance of the Securities and Exchange Commission (SEC) seeks to amend the proxy rules under the Securities Exchange Act of 1934, and is being adopted pursuant to Sections 3(b), 10, 13, 14, 15, 23(a), and 36 of the Securities Exchange Act of 1934, as amended, and Sections 20(a), 30, and 38 of More...

Amendments to Regulation SHO

Release No. 34-56212; File No. S7-12-06, 17 CFR PART 242, RIN 3235-AJ57  |  8/14/2007

This final rule issued by the Securities and Exchange Commission (SEC) is an amendment to Rules 200 and 203 of Regulation SHO [17 CFR 242.200 and 242.203] under the Exchange Act, and took effect on October 15, 2007. By this amendment, the SEC seeks to cause the further reduction of the quantity of More...

Short Selling In Connection With A Public Offering

Release No. 34-56206; File No. S7-20-06, 17 CFR PART 242, RIN: 3235-AJ75  |  8/10/2007

This final rule issued by the Securities and Exchange Commission (SEC) is an amendment to Rule 105 of Regulation M (17 CFR 242.105).  Its effective date was on October 9, 2007. By this amendment, the SEC has sought to provide further safeguards to the integrity of the capital raising process, and More...

Adoption of Updated EDGAR Filer Manual

Release Nos. 33-8834; 34-56256; 39-2448; IC-27928, 17 CFR Part 232, RIN 3235-AG96  |  8/15/2007

This issuance by the Securities and Exchange Commission (SEC) seeks to put into effect amendments to the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) Filer Manual as an update or improvement of the existing EDGAR system.  These present revisions are being adopted as part of a More...

Securities Law Technical Corrections Act of 2007

H.R.3505  |  12/7/2007

Rep. Peter J. Roskam (IL-6) introduced this bill that seeks to provide various technical and clerical amendments to the following statutes: (1) the Securities Act of 1933; (2) the Securities Exchange Act of 1934; (3) the Trust Indenture Act of 1939; (4) the Investment Company Act of 1940; and (5) More...

Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 and F-3

Release No. 33–8878; File No. S7–10–07; RIN 3235–AJ89; 17 CFR Parts 230 and 239  |  12/27/2007

The Securities and Exchange Commission (SEC) issued amendments on December 27, 2007 to the eligibility requirements of Form S-3 and Form F-3. These Amendments allow certain domestic and foreign private issuers to conduct primary securities offerings on these forms without regard to the size of More...

New Rule on Acceptance from Foreign Private Issuers of Financial Statements

Release Nos. 33–8879; 34–57026; International Series Release No. 1306; File No. S7–13–07; RIN 3235–AJ90; 17 CFR Parts 210, 230  |  1/4/2008

The Securities and Exchange Commission (SEC) has issued rules that allow foreign private issuers to submit in their filings with the SEC financial statements that are prepared in accordance with International Financial Reporting Standards (IFRS).  The new rule would allow such filings from foreign More...

Covered Securities Pursuant To Section 18 of the Securities Act of 1933

33-8791; File No. S7-18-06, 17 CFR Part 230, RIN 3235-AJ73  |  4/18/2007

This issuance of the Securities and Exchange Commission (SEC) is an amendment of a rule under Section 18 of the Securities Act of 1933 in connection with the classification of “covered securities.”  Under such provision of the Securities Act, covered securities are securities exempt from state 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