The SEC has proposed rules that require the securities exchanges to adopt rules that in turn require listed companies to adopt, disclose and comply with a clawback policy for executive compensation based on erroneous financial statements. The new rules would
Federal Securities Law Source
Information on federal securities law, news and developments
The Federal Securities Law Source, published by Porter Wright Morris & Arthur LLP, focuses on developments and compliance issues related to federal securities regulations. It covers topics such as the Corporate Transparency Act and its reporting requirements, SEC rules including Dodd-Frank clawback policies, accredited investor qualifications and legislative changes, and emerging trends in ESG (environmental, social, and governance) disclosures. The blog provides updates on regulatory changes affecting public companies, private investment opportunities, and corporate governance practices, helping businesses and legal professionals navigate federal securities law obligations and investor protections.
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What types of companies might use Regulation A+ to raise capital?
Recently finalized Regulation A+ allows most private companies to raise up to $50 million by selling securities to the public. Companies using Regulation A+ can advertise the offering and solicit investors, and anyone can invest (subject to some reasonable investment…
World’s top banks plead guilty to gaming foreign-currency markets
Scandal roiled the banking industry Wednesday as four of the world’s largest banks — Citigroup, JPMorgan Chase, Barclays and Royal Bank of Scotland — pleaded guilty to federal antitrust violations for conspiring to manipulate foreign-currency markets over the course of…
SEC votes to propose executive compensation rules
By Bob Tannous
On April 29, 2015, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission (SEC) voted 3 to 2 to approve a proposed amendment to executive compensation rules in Item 402 of…
U.S. Supreme Court clarifies liability for opinions in registration statements
Opinions in registration statements continue to be one of the most commonly litigated items under Section 11 of the Securities Act of 1933 (“Section 11”). On March 24, 2015, the U.S. Supreme Court in Omnicare, Inc. v. Laborers District Council…
Recent Delaware case questions ability of common stockholders to prospectively waive appraisal rights; strictly enforces notice requirement to use drag along right
Drag along rights and an accompanying waiver by a minority stockholder of appraisal rights in connection with a change in control transaction approved by the majority stockholder are common features in stockholders agreements among majority stockholders and minority stockholders. The…
FINRA adopts rule to permit sharing of transaction based compensation to unregistered persons
The Securities and Exchange Commission (SEC) has approved the Financial Industry Regulatory Authority’s FINRA Rule 2040, which will permit the payment of compensation, fees, concessions, discounts, commissions or other allowances to unregistered persons if a member firm determines the activities…
FCPA officials point to dollars-and-cents benefits to self-disclosure and cooperation
High ranking officials in the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) said on March 12 that companies that fail to self-report overseas bribes will face tougher Foreign Criminal Practices Act (FCPA) fines.
While speaking at the…
Once again, House takes up bill governing M&A brokers
HR 686, The Small Business Mergers, Acquisitions, Sales & Brokerage Simplification Act, was introduced in the U.S. House of Representatives on Feb. 3, 2015. This bill is identical to HR 2274, which was passed unanimously in the U.S.…
Comment by Feb. 16 on proposed uniform state model rule for M&A brokers
The Broker-Dealer Section of the North American Securities Administrators Association is seeking comments no later than Feb. 16, 2015, on a proposed uniform state model rule exempting certain merger and acquisition brokers from registration as brokers, dealers, agents or broker-dealers…