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The Latest Memos Relating to the SEC & U.S. Securities Law

SEC Proposes Changes to Rule 12b-1 Fees

Bingham
July 27, 2010

Bracewell & Giuliani
July 22, 2010

Drinker Biddle
July 26, 2010

SEC Proposes New Regulatory Scheme for 12b-1 Mutual Fund Fees

Davis Polk
July 26, 2010

Bingham
July 26, 2010

Please see our Hot Topics for more on this subject.

Foley & Lardner
July 26, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Faegre & Benson
July 26, 2010

Paul Hastings
July 22, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Proskauer
July 23, 2010

Proskauer
July 22, 2010

Please see our Hot Topics for more on this subject.

Davis Polk
July 23, 2010

Day Pitney
July 23, 2010

Simpson Thacher
July 21, 2010

Please see our Hot Topics for more on Dodd-Frank Act provisions relating to Credit Ratings & Rating Agencies.

Stroock
July 22, 2010

Skadden
July 23, 2010

Please see our Hot Topics for more on Dodd-Frank Act provisions relating to Credit Ratings & Rating Agencies.

Mayer Brown
July 23, 2010

Weil Gotshal
July 22, 2010

Please see our Hot Topics for more on this subject.

Winston & Strawn
July 22, 2010

Please see our Hot Topics for more on this subject.

Revised Form ADV, Part 2: A New Plain English Requirement and Additional Disclosures

Kelley Drye
July 22, 2010

Hogan Lovells
July 21, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Gibson Dunn
July 22, 2010

Please see our Hot Topics for more on this subject.

SEC Adopts Amendments to Form ADV

Alston + Bird
July 21, 2010

Alston + Bird
July 22, 2010

Dewey & LeBoeuf
July 21, 2010

Please see our Hot Topics for more on Dodd-Frank Act provisions relating to Credit Ratings & Rating Agencies.

Davis Polk
July 21, 2010

Please see our Hot Topics for more on Dodd-Frank Act provisions relating to Credit Rating Agencies.

Covington & Burling
July 22, 2010

Please see our Hot Topics for more on the Whistleblowing/Bounty Hunting provisions in the Dodd-Frank Act specifically as well as the Dodd-Frank Act more generally.

Pepper Hamilton
July 21, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

McDermott Will & Emery
July 21, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Fulbright & Jaworski
July 21, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Gibson Dunn
July 21, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Arnold & Porter
July 2010

Please see our Hot Topics for more on this subject.

Freshfields Bruckhaus Deringer
July 21, 2010

Please see our Hot Topics for more on the Whistleblowing/Bounty Hunting provisions in the Dodd-Frank Act specifically as well as the Dodd-Frank Act more generally.

Morrison v. National Australia Bank

Greenberg Traurig
July 19, 2010

Please see our Hot Topics for more on this subject.

Wilson Sonsini
July 19, 2010

Please see our Hot Topics for more on the Whistleblowing/Bounty Hunting provisions in the Dodd-Frank Act specifically as well as the Dodd-Frank Act more generally.

Willkie Farr & Gallagher
July 19, 2010

Shearman & Sterling
July 19, 2010

Please see our Hot Topics for more on this subject.

Skadden
July 19, 2010

Please see our Hot Topics for more on this subject.

Morgan Lewis
July 19, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Kramer Levin
July 19, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Willkie Farr & Gallagher
July 16, 2010

Please see our Hot Topics for more on this subject.

Shearman & Sterling
July 16, 2010

Please see our Hot Topics for more on this subject.

Goodwin Procter
July 13, 2010

Gibson Dunn
July 16, 2010

Covington & Burling
July 16, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Covington & Burling
July 16, 2010

Please see our Hot Topics for more on Dodd-Frank Act in general and its impact on US Securities Laws more specifically.

Pillsbury
July 15, 2010

Please see our Hot Topics for more on changes to the "Accredited Investor" definition specifically and implications of the Dodd-Frank Bill for private funds more generally.

Kramer Levin
July 15, 2010

Jones Day
July 2010

Please see our Hot Topics for more on this subject.

Gibson Dunn
July 15, 2010

Please see our Hot Topics for more on this subject.

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SEC & Securities Law Sub-Menu

Aggregated (ie All) SEC/Securities Law Alerts

Rules, Regulation & Guidance

SEC's Proposed & Final Rules Releases

Securities Litigation

Enforcement Actions

EDGAR, IDEA & XBRL

FINRA & The Exchanges

Annual Proxy Materials

Debt Securities

Equity Securities

Hot Topics: The SEC & Securities Law

New SEC Rules & Guidance
•	SEC Responds to "Flash Crash" With Circuit Breaker Rules
•	SEC's Proposed Large Trader Reporting System
•	SEC Proposes To Expand Regulation of ABS Markets
•	SEC Proposes Amends to Rule 10b-18 Safe Harbor for Issuer Repurchases
•	SEC's Interpretive Release on Climate Change Risk Disclosure
•	SEC's Updated (& Relaxed) Guidance on non-GAAP Financial Measures
•	SEC Proposal to Effectively Prohibit "Unfiltered" Access to Markets
•	SEC Concept Release on Equity Market Structure (eg High Frequency Trading)
•	SEC Proposes Amends to Rule 163; Would Facilitate Pre-Registration Communications for WKSIs
•	SEC Proposes Rules For "Dark Pools"
•	Investor Protection Act of 2009
•	SEC Releases C&DIs for Exchange Act Sections 13(d) & 13(g)
•	SEC Resets S-Ox Auditor Assessment Deadline For Smaller Companies
•	SEC's Proposed Rule Amends Re Flash Orders
•	Harmonic Regulation: SEC & CFTC On Singing From The Same Hymn Sheet
•	SEC's Proxy Disclosure Enhancements
•	Investment Advisers Face "Pay to Play" Restrictions on Political Contributions
•	SEC's IFRS "Roadmap"
•	SEC Adopts "Say On Pay" Rules for TARP Funding
•	SEC's Roll-out of XBRL & IDEA
•	Chairman Schapiro Outlines SEC Agenda
•	"SEC Speaks" 2009
•	SEC Formalizes/Amends Emergency Short Selling Rules (July 2009)
•	SEC Adopts Alternative Uptick Rule For Short Sales
•	SEC's October 2008 Emergency Short Selling Rules
•	SEC Guidance on 10b5-1 Trading Plans
•	SEC's Rules For Ratings Agencies (NRSROs)
•	SEC's Revised Oil & Gas Reporting Requirements
•	SEC's Rule 15c2-12, EMMA & Municipal Securities
•	SEC Guidance on Company Websites
•	SEC's Regulation of Indexed Annuities (Rule 151A)
•	Regulation S-AM & Affiliate Marketing
•	SEC Guidance on Investment Adviser Advertising
•	OFAC Guidance to Securities Industry on Compliance
Annual Proxy, 10-K & Shareholder Issues
•	SEC's "Proxy Plumbing" Concept Release
•	2010 Proxy Season
•	RiskMetrics' new Governance Risk Indicators (“GRId”) Rating System
•	SEC Amends Internet Proxy Delivery Rules
•	SEC Proposes Proxy Access Rules
•	The Shareholder Bill of Rights Act
•	Changes to Delaware Law Re: Proxy Solicitation & Expenses
•	SEC's Shareholder Proposal Rule: 14a-8
•	SEC's New E-Proxy Rules
•	SEC Allows Dissident Shareholders To "Round Out" Short Slates With Other Dissidents
•	2009 10-K & Proxy Disclosure: MD&A, CD&A, etc
•	RiskMetrics Voting Policies
•	DOL: "Social" Investing & Proxy Voting
Securities Litigation
•	SEC v Rorech & Insider Trading of Derivatives
•	Morrison & "F-Cubed" Securities Litigation
•	*Supreme Court To Review Matrixx v Siracusano; Weigh-In On Use of Adverse Event Reports*
•	Maric v Plato Learning: Delaware Court Enjoins Merger Over Disclosure Concerns
•	In re CNX Gas Corp & Going Private Transactions
•	Second Circuit Limits Secondary Actor Liability in Pacific Mgmt v Mayer Brown
•	Omnicom & Proving Loss Causation
•	Tambone: First Circuit Rejects Rule 10b-5 Liability For “Implied” Misrepresentations
•	Merck & Statute of Limitations in Federal Securities Fraud Cases
•	Avaya: Third Circuit Weighs In on Tellabs Scienter
•	*Delaware's Hammons Hotels* & Entire Fairness Standard of Review**
•	SEC v Dorozhko: Fiduciary Duty not Required Element of Insider Trading
•	South Cherry Street & Investment Adviser Liability for Ponzi Schemes
•	Omnicare & Gun-Jumping
•	Citigroup Prevails in Delaware Subprime Shareholder Action
•	Roth v AON: Attorney Client Privilege & Draft SEC Filings
•	San Antonio Fire & the Indenture "Poison Put"
•	Realogy: Exchange of Unsecured for Secured Notes
•	JP Morgan Chase, Enron & Lack of Scienter
•	Lyondell, Revlon & The Duty of Good Faith
•	Madden, SLUSA & "The Delaware Carve-Out"
•	Glazer: Liability for Reps & Warranties in Merger Agreement; "Collective Scienter"
•	Loral & Interested Party Transactions
•	Williams, The Tenth Circuit & Proving Loss Causation
•	Hexion v Huntsman: Material Adverse Effect
•	Blackstone v ADS: You Get What You Bargain For
Accessing Capital Markets
•	Shelf Registration Statements (Sunset Provisions)
•	Jeopardized WKSI Status
•	Unsponsored ADR Programs
•	Opportunistic Financing: eg Registered Direct & "At-The-Market" Offerings
SEC & Other Agency Enforcement Actions
•	SEC Guidance on Enforcement Action Cooperation by Individuals
•	SEC Enforces Regulation G (Safenet)
•	SEC, Mark Cuban & Insider Trading (or not)
•	SEC v Black: FD Compliance Pays Off
•	SEC Clarifies Rule 13d-1(b) "Ordinary Course" of Business Exception
•	SEC Uses S-Ox Clawback Against Uncharged Executive
•	SEC Target's Investment Adviser's (Intech) Proxy Policies
•	DoJ's Leniency for Antitrust Cooperation Program
•	Hennessee: SEC Slaps Fund Adviser for Poor Diligence
•	SEC's Enforcement Manual
•	KBR & Halliburton Settle with SEC & DOJ
•	Siemens Settlement & the FCPA
•	Filip Guidelines & Attorney-Client Privilege
FINRA & Exchanges
•	FINRA & Registration of Operations Professionals
•	FINRA's Private Placement (Reg D) Diligence Guidance for Broker-Dealers
•	FINRA & Same Day Clearance of Shelf Offerings
•	NYSE Ends Broker Discretionary Voting for Directors
•	FINRA's Rule 2210 on Communications with the Public
•	NYSE's New Press Release & Notification Rules
•	SEC Approves NYSE CorpGov Listing Standards Amends
•	FINRA Rule 2720: Conflicts of Interest in Public Offerings
•	FINRA's Rule 5122 on Member Private Offerings
•	FINRA's Relief for "Extraordinary Cooperation"
•	FINRA: Equity Research Rules
•	FINRA Limits Pre-Hearing Motions To Dismiss in Arbitration
SEC's Private Fund Regulation
•	SEC Adopts Changes to Custody Rules for Investment Advisers
•	SEC Rules on Mutual Fund Disclosure
•	SEC Guidance for Mutual Fund Boards
•	SEC Requires Mutual Funds to Submit Risk/Return Summaries in XBRL Format
•	Proposed Regulation of Private Funds (Hedge, Private Equity, etc)
•	Mandated Electronic Filing of Form Ds
•	SEC's Rule 13e-3 (ie "Going Private") Guidance
SEC, Foreign Issuers & Cross-Border Transactions
•	Foreign Private Issuer Reporting Enhancements
•	Foreign Private Issuer Rule 12g3-2(b) Exemption
•	SEC's New Cross-Border Rules
•	SEC's Proposed Rule 15a-6 re: Foreign Broker-Dealers