Section Newsletters

Articles on Securities Law

New NYSE Rules Ease Shareholder Approval Requirements, but May Expand Audit Committee Role By Maurice Blanco, Michael Davis, Joseph A. Hall, Michael Kaplan, James C. Lin, Emily Roberts, Richard D. Truesdell, Jr., & Elizabeth S. Weinstein Corporate Law Departments, May 2021 On April 2, the Securities & Exchange Commission approved New York Stock Exchange rule changes that will relax current requirements to obtain shareholder approval prior to certain equity issuances.
Second Circuit denies sovereign immunity to instrumentality of foreign state that caused securities fraud losses in the U.S. By John R. Schleppenbach Business and Securities Law, May 2016 Foreign sovereigns who marketed securities in the U.S. and caused losses there will not be able to assert sovereign immunity to avoid U.S. securities fraud actions.
How secure is your security interest? By Michael Weissman Commercial Banking, Collections, and Bankruptcy, June 2015 Two recent decisions—each dealing with the effectiveness of filings under Article 9 of the Uniform Commercial Code—demonstrate both the certainty and uncertainty that can be generated by efforts to comply with the UCC.
Third Circuit weighs in on extraterritorial application of U.S. securities laws By John R. Schleppenbach Business and Securities Law, June 2015 Deciding an issue of first impression, the Third Circuit joined the growing consensus that a securities transaction can be considered domestic (and therefore subject to U.S. securities laws) if title is passed or irrevocable liability to carry out the transaction is incurred in the United States.
Third Circuit weighs in on extraterritorial application of U.S. securities laws By John R. Schleppenbach Business Advice and Financial Planning, May 2015 This court has recently weighed in on extraterritoriality in United States v. Georgiou, equating the place where the purchase or sale occurred with the place where liability to carry out the transaction was incurred.
Arbitration of customer disputes under FINRA By Scott Carfello Business and Securities Law, April 2015 An overview of the Financial Industry Regulatory Authority, its arbitration rules, and a look at how it differs from other arbitration providers.
Second Circuit clarifies bar on extraterritorial application of U.S. securities laws By John R. Schleppenbach Business and Securities Law, October 2014 The bar on the extraterritorial application of the U.S. securities laws applies to cases involving foreign purchases of foreign securities even if the securities are cross-listed on a domestic exchange.
Amgen eases securities fraud plaintiffs’ burden at class certification, but the dissent invites challenges to the long-standing “fraud-on-the-market” theory By Michael R. Karnuth Business and Securities Law, November 2013 This article briefly describes the issues addressed in Amgen v. Connecticut Retirement Plans and Trust Funds and then provides a short history of the fraud-on-the-market theory as applied in securities fraud cases.
A new defense to malpractice claims for securities litigators By John R. Schleppenbach Business and Securities Law, June 2013 Securities class action litigators may now defend malpractice actions on the grounds that an award of attorneys’ fees in a class action includes a conclusive determination that counsel’s representation was adequate.
Crowdfunding By Cory White Business and Securities Law, May 2013 The act of generating capital through very small contributions coming from the general public may implicate federal and state securities law concerns.
Deciding to be dissident: Proxy contest basics for non-registrants By Cory White Business and Securities Law, January 2013 This article provides a very basic guide to non-registrants, i.e. dissident shareholders, who wish to proceed in a proxy contest.
Saint or sinner? The efficacy of the proposed “1,000 Shareholder” Amendment to Section 12(g) By Cory White Business and Securities Law, April 2012 The move to a 1,000 shareholder limit would not cause as serious a deficiency in reporting as it may initially seem, as the new law would move more in line with current market realities. 
Saint or sinner? The efficacy of the proposed “1,000 Shareholder” amendment to Section 12(g) By Cory White Racial and Ethnic Minorities and the Law, December 2011 Some lawmakers and regulators see the current “500 shareholder rule” of section 12(g) as a hindrance to capital formation, which has always been a stated goal of the SEC and other financial regulators. Representatives David Schweikert (R-AZ) and Jim Himes (D-CT) have introduced a bill that will amend Section 12(g).
Company Web sites: Best Practices for Avoiding Securities Fraud By Elizabeth A. Bleakley & Daryl M. Schumacher Business Advice and Financial Planning, August 2011 A look at some of the regulatory issues and the application of antifraud provisions of federal and state securities laws to company Web sites.
Company Web sites: Best practices for avoiding securities fraud By Elizabeth A. Bleakley & Daryl M. Schumacher Business and Securities Law, July 2011 A look at some of the regulatory issues, as well as the application of antifraud provisions of federal and state securities laws to company Web sites.
Regulation D securities offerings By Elizabeth A. Bleakley & James L. Kopecky Business and Securities Law, May 2011 A discussion of Regulation D and exemptions available under Rule 504, Rule 505, and Rule 506.
Understanding securities issues for private companies By Elizabeth A. Bleakley & Howard Rosenburg Business Advice and Financial Planning, April 2011 A discussion of the issues a business will face when deciding to sell equity or debt securities.
Major reform to rules governing the broker-investor relationship is on the way By Laurence M. Landsman Business and Securities Law, January 2011 Brokers will soon be held to higher standards of care toward their clients, and investors will have access to greater protections where brokers have breached their standards of care.
Attachment and perfection of security interests in LLC membership interests By Adam M. Fleming Business and Securities Law, December 2010 Some keys to understanding the Limited Liability Company and membership interests.
The impact of the Dodd-Frank Act on private placements and investment advisers By Zane M. Cohn Business and Securities Law, December 2010 A discussion of the effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act upon private placements of securities and investment advisers.
Why you might use stick pins when thinking about statutory coverage By Ambrose V. McCall Federal Civil Practice, December 2010 When reading the Supreme Court's analysis of Morrison v. National Australia Bank Ltd., one might find stick pins helpful to post the legislative framework on our walls for easier viewing.
Is a dissenting shareholder’s “fair value” reduced by the potential income taxes and expenses of the sale and dissolution of the corporation when the sole asset of the corporation is one parcel of real estate? By Donald L. Shriver Business and Securities Law, January 2010 On July 23, 2009, the Second District Appellate Court issued its decision “vacating and remanding” the Winnebago County trial judge’s decision in Brynwood Company v. Schweisberger et al. 912 NE 2d 1281 332 Ill Dec 395 (2nd Dist. 2009.)
Conflict: The treacherous path By Edward Clinton Federal Civil Practice, December 2009 William Ruehle, the Chief Financial Officer of Broadcom, a California corporation, and Henry Nichols, a co-founder of Broadcom, were indicted by a Federal grand jury for conspiracy, securities fraud, false certification of financial statements, wire fraud and other crimes in the United States District Court for California. These charges arose from the alleged backdating of options granted to officers of Broadcom.
Poison pill rights plan—An introduction By Tracy J. Nugent Business and Securities Law, December 2009 During the period from 1991 through 2008, approximately 3,100 publicly traded companies adopted, amended or restated poison pill rights plans.
Recent Canadian legal pronouncements on investor protections and disclosure duties for publicly traded companies in the wake of Bill 198 By Paul J. Carrier International and Immigration Law, August 2008 On October 1, 2003, Bill 198 took effect in the Province of Ontario.
Secondary actor liability for securities law violations By Tanya Solov Business and Securities Law, June 2008 In claims alleging securities fraud, “secondary actors” often include officers, directors, accountants, bankers, attorneys, vendors, and underwriters.
A primer on pleading securities fraud under PLSRA: the Seventh Circuit’s decision in Tellabs By Charles W. Murdock Business and Securities Law, April 2008 The breath and clarity of the opinion in Makor Issues & Rights, LTD v. Tellabs, Inc. provide a clinic on the effect of PLSRA from the perspective of the requirements to plead securities fraud.
Valuing private company stock: Determining fair market value for purposes of §409A By Alan R. Singleton Business and Securities Law, April 2007 Internal Revenue Code §409A requires all non-qualified stock options and stock appreciation rights to have exercise prices set at or above the fair market value of the underlying stock at the time the grant is made.
Minority shareholders receive a Christmas gift from the governor By Derek P. Usman Business and Securities Law, February 2007 Effective January 1, 2007, amendments to the Illinois Business Corporation Act now provide a more precise definition of the fair value of minority interests.
Raising business capital through exempt securities offerings By Elizabeth A. Bleakley Business Advice and Financial Planning, October 2006 At some point in time, most businesses need to raise capital from investors for start-up expenses, to stay in business, or to expand and grow.

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