Yesterday's post again discussed whether the Securities and Exchange Commission exceeded its authority in adopting Rule 21F-17(a), which provides...more
In a blog post this morning, Liz Dunshee notes that the Securities and Exchange Commission has recently announced the settlement seven more cases involving Rule 21F-17(a), which provides...more
Last week, the Securities and Exchange Commission announced that it had settled charges against a broker-dealer and two investment advisers for impeding their clients from reporting securities law violations to the SEC. ...more
I continue to be on the lookout for Delaware corporations that have made the decision to reincorporate in Nevada. Last Friday, Elevai Labs Inc. filed a preliminary information statement with the Securities and Exchange...more
As the California legislature approaches its final recess of the current session, it is continuing to move AB 3129 (Wood), a bill that would according to the bill's digest "require a private equity group or a hedge fund, as...more
In S.E.C. v. Jarkesy, 2024 WL 3187811 (June 27, 2024), the United States Supreme Court held that when the Securities and Exchange Commission seeks civil penalties against a defendant for securities fraud, the Seventh...more
In a recent post, Professor Stephen Bainbridge expounds on the question of whether the President may fire Chairman Gary Gensler. He concludes...more
Yesterday, the United States Supreme Court held that when the Securities and Exchange Commission seeks civil penalties against a defendant for securities fraud, the Seventh Amendment to the U.S. Constitution entitles the...more
6/28/2024
/ California ,
Department of Financial Protection and Innovation (DFPI) ,
False Advertising ,
Jury Trial ,
SCOTUS ,
SEC v Jarkesy ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Seventh Amendment ,
Unfair Competition
More than a decade ago, I expressed concern when the Securities and Exchange Commission charged Koss Corporation and one its CEO, Mr. Koss, with filing materially false financial statements after the corporation had...more
Last year, the California legislature enacted two bills, SB 253 and SB 261 that purport to impose burdensome disclosure mandates on businesses. The legislature did so in spite of obvious constitutional infirmities. It was...more
Section 3(a)(5) of the Securities Exchange Act of 1934 defines the term “dealer” to mean “any person engaged in the business of buying and selling securities . . . for such person’s own account through a broker or otherwise,”...more
Last week, the U.S. Securities and Exchange Commission's Director of Enforcement celebrated a jury verdict in its insider trading case against Matthew Panuwat...more
A recent paper by four law professors takes a look at risk factor disclosures in Form 10-Qs and 10-Ks filed by 3,000 firms from January 2020 through the end of 2023. Stephen Choi, Mitu Gulati, Xuan Liu, and Adam...more
In reason years, many companies and some investors have embraced ESG (environmental, social and governance) objectives. The move to embrace ESG has led to an "escalating backlash" according to The Conference Board. Now,...more
Readers may recall that I have penned several posts on the subject whether coal is a mineral for purposes of the Securities and Exchange Commission's resource extraction disclosure rules...more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
Statutory time periods can be ambiguous. For example, what does "six months" mean when one month has 28 or 29 days, other months have 30 days and still others have 31 days....more
When the Securities and Exchange Commission proposed to adopt a rule a rule requiring issuers to report day-to-day share repurchase data once a quarter and to disclose the reason why the issuer repurchased shares of its own...more
Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...more
In a recently settled administrative proceeding, the Securities and Exchange Commission took the position that an employer took action to impede potential whistleblowers when as a condition of receiving separation pay, the...more
The U.S. Securities and Exchange Commission (SEC) recently adopted new rules and rule amendments under the Investment Advisers Act of 1940, as amended (the Advisers Act) that will increase the regulation of private fund...more
9/1/2023
/ Audits ,
Books & Records ,
Conflicts of Interest ,
Final Rules ,
Governance Standards ,
Investment Advisers Act of 1940 ,
Private Funds ,
Quarterly Report ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
Transparency
The Securities and Exchange Commission yesterday adopted new rules requiring registrants to disclose on Form 8-K any cybersecurity incident which they determine to be material. The new Item 1.05 requires description of the...more
In April, I wrote about a lawsuit challenging a proposal by TripAdvisor, Inc. to redomesticate from Delaware to Nevada. TripAdvisor's stockholders were given the opportunity to vote on the proposal last week. On Monday,...more
Yesterday, the California Department of Financial Protection & Innovation announced that it had issued a desist and refrain order against Coinbase, Inc. The order alleges that Coinbase's staking rewards program involved the...more
I have been writing about a bill, SB 261, that would would require businesses to prepare and submit climate-related financial risk reports. On May 30, 2023, the bill passed out of the Senate on a 27-8 vote....more