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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Business Conduct Standards Proposed for Security-Based Swap Dealers and Major Security-Based Swap Participants

Business Conduct Standards for Security-Based Swap Dealers and Major Security-Based Swap Participants  |  17 CFR Part 240, Release No. 34-64766; File No. S7-25-11, RIN 3235-AL10  |  8/1/2011

The Securities and Exchange Commission has voted to propose rules that would impose certain business conduct standards upon security-based swap dealers and major security-based swap participants when those parties engage in security-based swap transactions. More...

SEC Provides Additional Guidance, Interim Relief and Exemptions for Security-Based Swaps under Dodd-Frank Act

Interim Final Rule for Security-Based Swaps  |  17 CFR PARTS 230, 240 and 260; Release Nos. 33-9231; 34-64794; 39-2475; File No. S7-26-11  |  7/1/2011

The Securities and Exchange Commission has provided additional guidance to clarify which U.S. securities laws will apply to security-based swaps starting July 16 -- the effective date of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. More...

SEC's New Whistleblower Program Finally Takes Effect

Implementation of the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934  |  SEC No. 2011-167, 17 CFR Parts 240 and 249; Release No. 34-64545; File No. S7-33-10; RIN 3235-AK78  |  8/12/2011

With its new whistleblower program officially becoming effective last Friday, the Securities and Exchange Commission has launched a new webpage for people to report a violation of the federal securities laws and apply for a financial award. More...

New Whistleblower Program to Govern the Securities Industry and the Corporate World Now in Place

Implementation of the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934  |  17 CFR Parts 240 and 249; [Release No. 34-64545; File No. S7-33-10]; RIN 3235-AK78  |  5/25/2011

The Securities and Exchange Commission has adopted rules to create a whistleblower program that rewards individuals who provide the agency with high-quality tips that lead to successful enforcement actions. More...

Investor Bulletin Issued on Retail Forex Transactions

Investor Bulletin: Foreign Currency Exchange (Forex) Trading For Individual Investors  |  No. 2011-150  |  7/20/2011

The Securities and Exchange Commission has issued an investor bulletin highlighting some of the most significant risks that foreign currency exchange (forex) transactions may pose for individual investors. More...

Performance Fee Dollar Limit Adjusted for Inflation

Order Approving Adjustment for Inflation of the Dollar Amount Tests in Rule 205-3 under the Investment Advisers Act of 1940  |  SEC No. 2011-145, SEC Release No. 3236  |  7/12/2011

The Securities and Exchange Commission has issued an order that raises, to adjust for inflation, two of the thresholds that determine whether an investment adviser can charge its clients performance fees. More...

Rule Under Dodd-Frank Act Adopted to Define “Family Offices”

Rule Under Dodd-Frank Act Defining “Family Offices”  |  SEC No. 2011-134  |  6/22/2011

The Securities and Exchange Commission has approved a new rule to define “family offices” that are to be excluded from the Investment Advisers Act of 1940. More...

SEC Proposes Exemptions From Registration Requirements for Security-Based Swaps Issued by Certain Clearing Agencies

Exemptions for Security-based Swaps Issued by Certain Clearing Agencies  |  17 CFR PARTS 230, 240 and 260; Release Nos. 33-9222; 34-64639; 39-2474; File No. S7-22-11; RIN 3235-AL16  |  6/15/2011

The Securities and Exchange Commission has proposed rules that would provide certain clearing agencies with exemptions from the registration requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 for security-based swaps that they issue. More...

Proposed Rule Amendments Will Remove Credit Rating References in Exchange Act Rules

Removal of Certain References to Credit Ratings Under the Securities Exchange Act of 1934  |  17 CFR Parts 240, 242, and 249 Release No. 34-64352; File No. S7-15-11 RIN 3235-AL14  |  4/27/2011

Securities and Exchange Commission has voted unanimously to propose amendments that would remove references to credit ratings in several rules under the Exchange Act. More...

Days of Felons and Bad Actors May Be Numbered in So Far Certain Securities Offerings Are Concerned

Disqualification of Felons and Other “Bad Actors” from Rule 506 Offerings  |  17 CFR PARTS 230 AND 239, Release No. 33-9211; File No. S7-21-11, RIN 3235-AK97  |  5/25/2011

The Securities and Exchange Commission has proposed a rule to deny certain securities offerings from qualifying for exemption from registration if they involve certain “felons and other bad actors." 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.

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.

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

Ameriprise Financial, Inc. f.k.a. American Express Financial Corp.

Harris Nesbitt Corp.

California Department of Corporations

The Royal Bank of Scotland plc

RiverSource Investments, LLC

Asset Management Holding AG

Deutsche Bank

Consolidated Management Group, LLC

The Bank of Nova Scotia

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)

Additional Resources

Securities Law