Blog Posts

Fifth Circuit Opinion on Attorney Liability under Texas Securities Act

On April 17, 2019 the Fifth Circuit Court of Appeals determined that that attorney immunity to third party claims applies to the Texas Securities Act. The case related to the Stanford Ponzi scheme and involved Greenberg Traurig.

CorpFin issues guidance on confidential treatment applications

Securities and Exchange Commission’s Division of Corporation Finance (CorpFin) has issued practical guidance on what steps to take when filing an application objecting to the public release of confidential information. In March 2019, the commission made significant changes to filing requirements pursuant to rule 406 and Rule 24b-2. Generally, the filing guidelines include: what information is required; how to maintain protection of the confidential information and relevant time limitations. CorpFin staff will review all applications for confidential treatment.

Intellectual Property and Technology Risks Associated with International Business Operations

Today, global technology advancements with respect to intellectual property expose companies to a myriad of risks. The SEC’s Division of Corporation Finance has issued guidance on (1) situations where technology, data or intellectual property may be stolen when conducting business outside of the United States, and (2) how companies should assess these risks and disclosure obligations in connection to their international operations.

Europe data privacy a problem for U.S.

In May 2018, the European Union implemented the General Data Protection Regulation (GDPR), which aims to provide greater control for individuals over their personal data and privacy. Europe-based asset managers and advisers applying for Securities and Exchange Commission registration are subject to the GDPR. SEC officials must comply with the GDPR when examining and requesting information from European asset managers. In light of EU's data privacy changes, the question arises as to whether some states in the U.S should adopt similar measures.

EU adopts universal taxonomy aimed at helping investors reduce carbon emissions

On December 18th, 2019, the European Parliament issued a new law requiring investment funds subject to EU regulation to provide disclosures concerning carbon emissions within their investments and assets, known as the "Taxonomy". The new regulation aims to improve the environment by progressing towards a recycling-based economy; reducing the negative impact of investments in biodiversity, water and pollution. The Taxonomy will become effective by the end of December 2020. Investors can ascertain whether their portfolios comply with the EU’s overall goal to reduce carbon emissions to zero by 2050.

Fifth Circuit Opinion on Attorney Liability under Texas Securities Act

The Fifth Circuit held on April 17, 2019 that attorney immunity to non-parties applies to Texas Securities Act claims. The case related to claims related to the Stanford Ponzi scheme against Greenberg Traurig.

Analysis of Latest TSA Revisions and Codification

NASAA proposes policy on electronic offering documents

NASAA's Corporation Finance Section has released for public comment a proposed policy statement on the use of electronic offering documents and signatures. The proposal seeks to establish uniform state guidelines for issuers wishing to provide investors with electronic subscription agreements and other documents that may be executed electronically.

Pension Advance Investments

Pension advance payments are receiving a great amount of regulatory scrutiny - something to keep in mind if you have a client who is (or wants to be) in this space.

Proposed Rules on Incentive-Based Compensation in Financial Institutions

The SEC and several other financial regulators today jointly issued rules regarding incentive-based compensation practices at financial institutions, required by Section 956 of the Dodd-Frank Act.

SEC Adopts Amendments to Implement JOBS Act and FAST Act Changes for Exchange Act Registration Requirements

Most of this was required by the specific terms of the JOBS Act. The SEC did not change the definition of “held of record” other than carve out holders who received their securities through equity compensation plans under Section 701. Consequently, “held of record” still refers to record holders plus DTC account holders and not beneficial owners held through their broker-dealers or custodians. The details are below.

SEC Charges “Frack Master” With Running an $80 Million Oil and Gas Fraud

SEC Offers Online Tool to Help Companies Estimate Registration Fees

The Securities and Exchange Commission today announced the release of an online tool to help companies calculate registration fees for certain form submissions to EDGAR, the SEC’s electronic database of financial reports and other filings. The new tool is intended to improve the accuracy of fee calculations and minimize the need for corrections.

State Street marked up costs charged to client

The State of Massachusetts filed quite a complaint against State Street alleging the gouging clients by misrepresenting actual out of pocket costs. This is a follow up to previous lawsuits by California and the UK for undisclosed markups in other areas.

Really Bad Lawyering costs client $240,000 per SEC

SEC Charges Broker-Dealer Nationwide Planning and Two Affiliated Investment Advisers with Violating Whistleblower Protection Rule

Divided SEC Approves PCAOB’s Quality Control Standard

The Securities and Exchange Commission (SEC) on September 9, 2024, voted 3-2 to approve the Public Company Accounting Oversight Board’s (PCAOB) new quality control (QC) standard that imposes a combination of principles-based and prescriptive requirements to make sure that audit firms have a robust QC system to better protect investors.

SEC Abandons ESG Enforcement Group Amid Broader Backlash

Per Bloomberg the SEC’s ESG Enforcement Group is disbanded and the dedicated website is down.

Divided SEC Approves PCAOB’s Quality Control Standard

The Securities and Exchange Commission (SEC) on September 9, 2024, voted 3-2 to approve the Public Company Accounting Oversight Board’s (PCAOB) new quality control (QC) standard that imposes a combination of principles-based and prescriptive requirements to make sure that audit firms have a robust QC system to better protect investors.