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 Proposes Net Worth Standard for Accredited Investors Under Dodd-Frank Act

Net Worth Standard for Accredited Investors Under Dodd-Frank Act  |  17 CFR PARTS 230, 239, 270, and 275; File No. S7-04-11, RIN 3235-AK90  |  1/25/2011

The Securities and Exchange Commission has voted to propose amendments to its rules to conform the definition of "accredited investor" to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. More...

SEC-CFTC Joint Rules to Define Swap-Related Terms Released

SEC-CFTC Joint Rules and Interpretations Relating to the Oversight of Swaps and Security-based Swap Markets  |  No. _________  |  12/3/2010

The Securities and Exchange Commission (SEC, or Commission) has voted unanimously to propose joint rules with the Commodity Futures Trading Commission (CFTC) that would further define a series of terms related to the security-based swaps market, including “swap dealer,” “security-based swap dealer,” “major swap participant,” “major security-based swap participant” and “eligible contract participant.” More...

SEC Proposes Rules on Security-Based Swap Reporting

Rules on Security-Based Swap Reporting  |  No. 2010-230  |  11/19/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has voted unanimously to propose new rules entailing how security-based swap transactions should be reported and publicly disseminated. More...

SEC Proposes New Rule to Prevent Fraud in Connection with Security-Based Swaps

Prohibition Against Fraud, Manipulation, and Deception in Connection with Security-Based Swaps  |  17 CFR Part 240; Release No. 34-63236; File No. S7-32-10; RIN 3235- AK77  |  11/3/2010

The Securities and Exchange Commission has voted unanimously to propose a new rule to help prevent fraud, manipulation, and deception in connection with security-based swaps. More...

SEC Proposes New Whistleblower Program Under Dodd-Frank Act

Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934  |  17 CFR Parts 240 and 249; Release No. 34-63237; File No. S7-33-10; RIN 3235-AK78  |  11/3/2010

The Securities and Exchange Commission has voted unanimously to propose a whistleblower program to reward individuals who provide the agency with high-quality tips that lead to successful enforcement actions. More...

FINRA, MSRB Remind Industry of Sales, Due Diligence and Pricing Obligations

MSRB Disclosure, Suitability and Pricing Rules  |  Regulatory Notice 10-41  |  9/20/2010

The Financial Industry Regulatory Authority (FINRA), in coordination with the Municipal Securities Rulemaking Board (MSRB) has issued a Regulatory Notice reminding municipal securities dealers of their sales practice, due diligence and fair pricing obligations when selling municipal securities in the secondary market. More...

SEC Proposes Specialized Disclosure of Mine Safety Information under Dodd-Frank Act

Mine Safety Disclosure  |  17 CFR PARTS 229, 239 and 249; RELEASE NOS. 33-9164; 34-63548; File No. S7-41-10; RIN 3235-AK83  |  12/15/2010

The Securities and Exchange Commission has voted to propose rules outlining the way in which mining companies must disclose to investors certain information about mine safety and health standards. More...

SEC Proposes New Family Office Definition Under Dodd-Frank Act

SEC’S Definition of Family Offices Under Dodd-Frank Act  |  17 CFR Part 275, Release No. IA-3098; File No. S7-25-10, RIN 3235-AK66  |  10/12/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has proposed a new rule, based on requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, that would help those managing their own family's financial portfolios determine whether their "family offices" can continue to be excluded from the Investment Advisers Act of 1940. More...

SEC Adopts Amended Rules for Say-on-Pay and Golden Parachute Compensation as Required Under Dodd-Frank Act

Shareholder Approval of Executive Compensation (Say-On-Pay) and Golden Parachute Compensation  |  17 CFR PARTS 229, 240 and 249, Release Nos. 33-9178; 34-63768; File No. S7-31-10, RIN 3235-AK68  |  1/25/2011

The Securities and Exchange Commission has adopted rules concerning shareholder approval of executive compensation and "golden parachute" compensation arrangements as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act. More...

SEC Proposes Rules to Improve Oversight of Investment Advisers

Rules to Improve Oversight of Investment Advisers  |  No. 2010-228  |  11/19/2010

The Securities and Exchange Commission (“SEC ,” or “Commission”) has voted to propose new rules to strengthen the SEC's oversight of investment advisers and fill key gaps in the regulatory landscape. 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