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ETF Plaintiffs Find No Footing For Pursuit Of '33 Act Claims In California Court

Section 11 of the Securities Act is an anti-fraud statute.  Like its Exchange Act cousin, Section 10(b), Section 11 requires (i) an omission or misrepresentation, and (2) that the omission or misrepresentation be material, that is, it would have...

federal securities law

Is Coal A Mineral And Why Ask?

The Securities and Exchange Commission is trying for the third time to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments by resource extraction issuers.  In that Act, Congress...

federal securities law

The SEC Insists On "Terminological Inexactitude" For Resource Extraction Issuer Rule

As previously mentioned in this blog, the Securities and Exchange Commission is trying for the third time to implement Congress' directive to adopt rules requiring disclosure by "resource extraction issuers".  See The SEC's Extraction Distraction.  ...

federal securities law

The SEC's Extraction Distraction

As noted yesterday, the Securities and Exchange Commission has proposed to amend Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Because the proposed rules relate to disclosures by resource...

federal securities law

The SEC's Resource Extraction Rule - A Long Time Coming

Shortly before Christmas, the Securities and Exchange Commission proposed to adopt Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments...

federal securities law

Is A Director An Employee?  The SEC Has Some Contradictory Answers.

On Monday, I wrote about whether a director might be an employee following California's enactment the A-B-C test for determining status as an employee.  California, of course, does not determine employment status for all purposes. 

Determining...

federal securities law

SEC Questions Puts Cart Before The Horse

The idea of putting the cart before the horse is not new.  The Second Century C.E. writer Lucian of Samosata used the phrase in his Dialogues of the Dead ("ἡ ἅμαξα τὸν βοῦν").  Although the phrase is now a cliché, it was all that came to mind when...

federal securities law

CeDe - Acronym, Initialism or Portmanteau?

The Depository Trust Company provides depository and book-entry services and operates a securities settlement system.  The DTC's nominee is CeDe & Co. which is generally pronounced as the letters "C" and "D".  The name is an abbreviation of...

federal securities law

The PUHCA, A Long Time Passing

Before initializations were clever, there was PUHCA, the Public Utility Holding Company Act of 1935.  The Securities and Exchange Commission administered the PUHCA mostly by reviewing applications by registered public holding companies for...

federal securities law

SEC: QOF Interests Are Typically Securities

Yesterday, the staffs of the North American Securities Administrators Association (NASAA) and the Securities and Exchange Commission (SEC) issued a statement describing the "opportunity zone" program created by the Tax Cuts and Jobs Act.  The intent...

federal securities law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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