News

Congratulations, James P. Sullivan, on your recent appointment by Governor Greg Abbott to Justice of the Supreme Court of Texas.

The Business Law Section in Conjunction with Texas Bar CLE presents its two day advanced course on Nov 7- 8. See the topics being discussed here. https://www.texasbarcle.com/materials/Programs/4674/Brochure.pdf and register on the Texas Bar CLE website. https://www.texasbarcle.com/CLE/AABuy1.asp?bOverride=&O=&sProductType=EV&lID=22450&Code=&bHitCounted=0

The Federal Trade Commission (“FTC” or “Commission”) issues final amendments to the Commission’s trade regulation “Rule Concerning Use of Prenotification Negative Option Plans,” retitled the “Rule Concerning Recurring Subscriptions and Other Negative Option Programs” (“Rule,” “final Rule” or “Negative Option Rule”). The final Rule now applies to all negative option programs in any media, and, among other things, (1) prohibits misrepresentations of any material fact made while marketing using negative option features; (2) requires sellers to provide important information prior to obtaining consumers’ billing information and charging consumers; (3) requires sellers to obtain consumers’ unambiguously affirmative consent to the negative option feature prior to charging them; and (4) requires sellers to provide consumers with simple cancellation mechanisms to immediately halt all recurring charges.

Sanjay Wadhwa, a 21-year agency vet, named Acting Director; Sam Waldon named Acting Deputy Director

The Texas Business Courts began operations 09/01/2024. Our Business Courts Resource Center is the space to get up to date on what is going on with the court administration and docket.

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.

On August 14, the FTC announced its final rule banning fake reviews and testimonials.

From the Court's ruling: "For the reasons enumerated above, it is ORDERED that Ryan and Plaintiff-Intervenors’ Motions for Summary Judgment are GRANTED. (ECF Nos. 166, 168). Additionally, for the reasons the Court grants Plaintiffs’ Motions for Summary Judgment, the Court DENIES the FTC’s Motion for Summary Judgment. (ECF No. 184). The Non-Compete Rule, 16 C.F.R. § 910.1–.6, is hereby SET ASIDE and shall not be enforced or otherwise take effect on September 4, 2024, or thereafter."

A federal judge has struck down Missouri investment regulations that Republican Secretary of State Jay Ashcroft had touted as way to expose financial institutions that “put woke politics ahead of investment returns.”

A new version of the free eBook by Copyright professors Jeanne Fromer and Chris Sprigman

Gov. Greg Abbott signed HB 19 into law last summer, officially creating the hotly anticipated Texas business court. The new court — which is set to open its doors Sept. 1, 2024 — has been top of mind for Texas trial lawyers ever since. Now, the Texas Supreme Court has proposed the first set of procedural rules that will apply in the business court, bringing clearer focus to the business court vision. Commercial trial lawyers should now be better positioned to advise their clients on the particulars of this new forum.

By Eversheds Southerland. With Governor Abbott signing House Bill 19 into law on June 9, Texas joins more than two dozen US states with a specialized business court system designed to preside over specific high-value business and commercial disputes. Although HB 19 is scheduled to go into effect on September 1, 2023, the new business courts will not open until September 1, 2024. HB 19 will undoubtedly reshape the litigation landscape for business and commercial cases in Texas.

Guidance pertaining to achieving law practice cyber security and privacy prerequisite to assuring compliance with ethical behavior commensurate with Texas DRPC. Cyber insurance coverage issues will be discussed in view of recent relevant case law. This timely presentation will be made by Section member Lisa M. Angelo who has achieved privacy–related certifications including IPP/US and CIPM, and whose practice concentrates on cyber liability issues.

Chatbots, AI and ML will soon have a significant impact on our law practices and the conduct of business by our clients. The Business Law Section is in the process of putting together a Chatbot/AI/ML Resource Center to help you navigate this landscape

Follow legislation - proposed or enacted -- through the Section's weekly reports and a final report on the Session in Member Benefits/Legislation

The SEC issued a risk alert on Monday (attached) about the new SEC’s Investment Adviser marketing rule, which becomes effective on November 4, 2022. It is worth a read.

Per the attached release, the SEC has increased the Emerging Growth Company maximum revenue threshold to $1,235,000,000.  The Crowdfunding threshold is unchanged.

Findings Related to the Former SEC Ombudsman The U.S. Securities and Exchange Commission (SEC) Office of Inspector ...

Sharing an alert posted by DHS and DOD this week for any potential practitioners representing clients in the defense industry supply chain.

In light of demand for climate change information and questions about whether current disclosures adequately inform investors, public input is requested from investors, registrants, and other market participants on climate change disclosure.

The Texas Lawyer buried the Securities Committee’s bill in the last two paragraphs of the story. Perhaps that is a sound use of editorial discretion?

I attach and here is a link to a recent SEC follow-on order against a registered broker who sold away. https://www.sec.gov/litigation/admin/2021/34-91289.pdf?utm_medium=email&utm_source=govdelivery I was a bit confused as to how someone constructively became unlicensed by selling securities not approved by his firm.

Denny Crawford reports that her predecessor as Texas Securities Commissioner, Richard Latham, passed away last month. (Denny was Richard’s general counsel at the agency).

The attached recodified Texas Securities Act amendment was filed today in both the House and the Senate. As a reminder, the recodified TSA becomes effective next January. The bill would amend the recodified Texas Securities Act civil liability provisions to remove cross-references to TSA provisions that impose no duties on private actors.

New state rules come on top of federal requirements. If you’re confused, you aren’t alone. The muddle of state regulation traces to the SEC’s adoption of a less-strict investor-protection measure than some had argued for.

The Investment Adviser Advertising Rule has been published in the Federal Register. I attach it. Thus, the effective date is May 4, 2021.

The Securities and Exchange Commission’s Division of Examinations today announced its 2021 examination priorities, including a greater focus on climate-related risks. The Division will also focus on conflicts of interest for brokers (Regulation Best Interest) and investment advisers (fiduciary duty), and attendant risks relating to FinTech in its initiatives and examinations. The Division publishes its examination priorities annually to provide insights into its risk-based approach, including the areas it believes present potential risks to investors and the integrity of the U.S. capital markets.

I can see the argument that diversity statistics may be something that institutional investors (many of whom have diverse investors or beneficiaries) may want to have. If Vanguard/BlackRock/Fidelity etc. went on the record saying that they want this disclosure to better serve their diverse investors and beneficiaries, that would be a good thing. There also may be some studies tying diversity to better performance, but I am not up to speed on the academic literature in this area.