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Securities Regulation
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. …
Supreme Court Decides To Hear Applicability of Sarbanes-Oxley’s Whistleblower Protections
The Supreme Court recently granted certiorari to decide whether the whistleblower protections of the Sarbanes-Oxley Act (SOX), 18 U.S.C. § 1514A, extend to employees of privately held contractors or subcontractors of a public company. The case, Lawson v. FMR,…
Morrison and Foerster Summarizes the Status of Dodd-Frank as it approaches three years
If Aesop were still in the fable-writing business, and he had been watching the last three years of Dodd-Frank Act rulemaking, we would probably be reading the Snail and the Tortoise to our kids. In this issue of Dodd-Frank at …
Should Municipal Bond Issuers be Required to Disclose Bank Loans?
You may be surprised to learn that municipal bond issuers are not required to disclose bank borrowings. I’ve heard numerous estimates that such issuers have outstanding bank borrowings in the $200 to $300 billion range, which would amount to approximately
SEC Proposes Money Market Fund Reforms
The Securities and Exchange Commission yesterday voted unanimously to propose rules to reform the money market fund industry. The overall goal is to make money market funds less susceptible to runs.
According to the SEC’s press release, “[t]he SEC’s proposal …
Covington & Burling Discusses the STOCK Act Opening Up a New Front for Insider Trading Cases
The Securities and Exchange Commission has opened what the Washington Post calls a “new front” in its “escalating … crackdown on insider trading.” At the center of this new front are entities that trade securities based on government information. Unless …
The Separation of Investments and Management
This post comes to us from Professor John Morley, who is currently an associate professor of law at the University of Virginia School of Law. He will be joining the Yale Law School faculty as an associate professor this July. …
Examining Investment Advisers: The Challenge Continues
The following is an excerpt of a speech that Commissioner Walter gave on April 16, 2013 at the 2013 NASAA Public Policy Conference in Washington, D.C.1
As you are aware, the Dodd-Frank Act transferred oversight of mid-sized investment advisers …