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Securities Regulation
‘Neither Admit Nor Deny’: Practical Implications of SEC’s New Policy
In a move that appears at once to be shrewd, savvy and largely symbolic, the SEC has modified its longstanding policy that it will not require a defendant to admit or deny liability, or facts that might establish its liability,
SEC Adopts Bad Actor Disqualifications for Private Placements under Regulation D
The following post comes to us from Bradley Berman, Of Counsel at Morrison & Foerster LLP.
On July 10, 2013, the Securities and Exchange Commission (the “SEC” or “Commission”) adopted amendments to rules promulgated under Regulation D to implement Section …
The Marketplace of Ideas: Kathryn Judge takes on Katharina Pistor’s Legal Theory of Finance
The CLS Blue Sky Blog presents the second installment of our new series, entitled “The Marketplace of Ideas.” Earlier installments are available here. The intent is to present different perspectives on the same subject by two or more authors.…
Systemic Stability and Fairness: An Analysis of Pistor’s Legal Theory of Finance
In A Legal Theory of Finance, Katharina Pistor introduces a provocative new theory about the relationship between law and finance and the role of law in producing and addressing financial instability. Pistor shows that law plays a constitutive role …
Addressing the Regulatory Sine Curve
A common denominator of regulatory responses to crises is the use of stable and presumptively optimal rules. The term “stable and presumptively optimal rules” refers to rules that, once in place, do not change other than through other rules and …
The New Verification Safe Harbor in Rule 506 and Some Commentary
Earlier this year I participated in a Vanderbilt Law Review En Banc forum offering advice to the SEC regarding implementation of the JOBS Act. My piece focused on the SEC proposed rule lifting the ban on general solicitation; yesterday the …
Crowdfunding Securities: Recommendations for SEC Rulemaking
SEC Lifts Historic Ban on General Solicitation and Advertising in Rule 506 and 144A Offerings
On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted a final rule, available here, to implement the requirement in JOBS Act Section 201(a) to lift the historic ban on general solicitation and advertising in Rule 506 and …
Torys on why Chinese Companies Need More Than the JOBS Act
Although the JOBS Act was passed just over a year ago to facilitate capital raising in the United States, allegations of accounting fraud, diminished investor confidence and a regulatory impasse over audit work papers have caused many Chinese companies to …
Downgrading Rating Agency Reform
The financial crisis starkly exposed the need for rating agency reform, yet the most important questions of how to enhance rating agency competition, accuracy, and accountability remain largely unanswered. My article, Downgrading Rating Agency Reform, assesses the shortcomings in …
Aguilar on Institutional Investors: Power and Responsibility
The following remarks were delivered by Commissioner Luis A. Aguilar of the U.S. Securities and Exchange Commission at Georgia State University on April 19, 2013.
Good evening. Thank you for that kind introduction. I am glad to be here at …
E.U. Managers of Non-E.U. Funds
The Alternative Investment Fund Managers Directive (Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers) (the “Directive”) entered into force on July 21, 2011 with E.U. Member States having until …
Crowdfunding Securities: Two Novel Predictions
“Crowdfunding”—raising money over the Internet from many people, each of whom contributes only a small amount—is a billion-dollar business that is poised to grow. On websites like Kickstarter and IndieGoGo, artists, entrepreneurs and others ask “the crowd” to contribute capital …
Reed Smith on Next Steps in French Crowdfunding
Crowdfunding basically consists in the funding of a project by raising many small amounts of money from a large number of people, typically via the Internet. Primarily used in specific artistic sectors, such as the music or movie business, crowdfunding …
Against Being Against the Revolving Door
Amgen and the Fraud-on-the-Market Class Action: Frozen in Time?
The Supreme Court’s very recent decision in the Amgen case addressed whether a “merits” issue—the materiality of the alleged misstatement or omission—is such a predicate to the fraud-on-the-market presumption established in Basic Inc. v. Levinson that it must be proved …
Disclosure and Ratings Requirements in European Structured Finance
The newly amended credit rating agencies regulation coming into force on 20 June will expand the scope and application of disclosure requirements and other ratings related regulation for structured finance instruments – a concept wide enough to include many transactions
Cross-Border at the Crossroads: The SEC’s “Middle Ground”
The following post comes from a speech delivered by John Ramsay, Acting Director of the Division of Trading and Markets at the SEC. These remarks were delivered at the New York City Bar Association on May 15, 2013.
Thank you …
Taking Gatekeeping Seriously: Financial Product Approval as a Form of Systemic Risk Regulation
One of the key lessons of the recent financial crisis, and the greatest challenge facing post-crisis regulatory reforms, is the need to control and reduce systemic risk associated with financial innovation, complexity, and the growing interconnectedness of global financial markets. …