Securities Law Updates

Featured Expert Legal Commentary

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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Final Rules on Proxy Access and Directors’ Nominations Released

Facilitating Shareholder Director Nominations  |  17 CFR PARTS 200, 232, 240 and 249, Release Nos. 33-9136; 34-62764; IC-29384; File No. S7-10-09  |  8/25/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) has adopted changes to the federal proxy and other rules to facilitate the rights of shareholders to nominate directors to a company's board. More...

Bills on Minority and Women-Owned Business Enterprises (MWBEs) in New York State Signed into Law

New Statutes on Minority and Women-Owned Business Enterprises (MWBEs) in New York State  |  S.8312/ A.11525, S.8313/ A.11526, S.8314/A.11527, S.6888/ A.9976  |  7/15/2010

New York Governor David A. Paterson has signed four ground-breaking bills into law, including legislation that will establish a level playing field for Minority and Women-Owned Business Enterprises (MWBEs) in New York State. Three of the bills were Governor’s Program Bills. More...

European Commission Unveils Proposed Rules Governing Financial Conglomerates

Revision of the European Union’s Financial Conglomerates Directive  |  MEMO/10/376  |  8/16/2010

The European Commission (“EC,” or “Commission”)) has unveiled proposed amendments to the 2002 Financial Conglomerates Directive to provide greater supervision over multinational bank-insurance groups, especially those that operate across various nations. More...

CFTC Publishes Proposal to Amend the Requirements for Acknowledgment Letters

CFTC Proposal to Amend the Requirements for Acknowledgment Letters  |  Release No. PR 5869-10  |  8/9/2010

The Commodity Futures Trading Commission (“CFTC”) has published in the August 9, 2010 edition of Federal Register a proposal to amend CFTC regulations 1.20, 1.26 and 30.7. More...

Federal Trade Commission and U.S. Department of Justice Issue Revised Horizontal Merger Guidelines

DOJ and FTC 2010 Horizontal Merger Guidelines  |  No. _________  |  8/19/2010

The Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) have issued revised Horizontal Merger Guidelines that outline how the federal antitrust agencies evaluate the likely competitive impact of mergers and whether those mergers comply with U.S. antitrust law. More...

SEC, CFTC Seek Public Comment on Definitions and Regulation of Mixed Swaps

Definitions Contained in Title VII of Dodd-Frank Wall Street Reform and Consumer Protection Act  |  RIN 3235-AK65, Release No. 34-62717, File No. S7-16-10  |  8/13/2010

The Securities and Exchange Commission (“SEC,” or “Commission”) and the Commodity Futures Trading Commission (CFTC”) have published a joint advance notice of proposed rulemaking that requests public comment to assist the agencies in further defining certain key terms and prescribing regulations regarding "mixed swaps" as required by Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. More...

Fee Imposed under the Travel Promotion Act to Fund Corporation for Travel Promotion

Imposition of Fee under the Travel Promotion Act of 2009  |  No. ________  |  8/6/2010

The Department of Homeland Security will begin collecting fees on travelers from Visa Waiver countries to fund a global marketing and promotion campaign aimed at increasing the number of international visitors to the United States. More...

Treasury Department Issues Iranian Financial Sanctions Regulations

Regulations to Implement Comprehensive Iran Sanctions, Accountability and Divestment Act  |  TG-829  |  8/16/2010

The U.S. Department of the Treasury has issued the Iranian Financial Sanctions Regulations (“IFSR”) to implement subsections 104(c) and 104(d) of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (“CISADA”). More...

FTC to Improve Premerger Notification Form

Premerger Notification  |  16 CFR Parts 801, 802 and 803  |  8/13/2010

The Federal Trade Commission (“FTC”) has proposed to modify the form that companies must file when seeking FTC or Department of Justice review of a proposed transaction under the Hart-Scott-Rodino Act. More...

FTC Amends Telemarketing Sales Rule to Prohibit Debt Relief Companies from Collecting Advance Fees

Amendments to the Telemarketing Sales Rule  |  16 CFR Part 310, BILLING CODE: 6750-01-S  |  7/29/2010

Starting on October 27, 2010, for-profit companies that sell debt relief services over the telephone may no longer charge a fee before they settle or reduce a customer’s credit card or other unsecured debt. 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