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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

SEC Enforcement Action Demonstrates That Timing Is Everything

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933.  If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering within the meaning of...

federal securities law

Why Does The SEC Insist That Some Defendants Lie?

In 1972, the Securities and Exchange Commission adopted what has become known as the "gag rule":

"The Commission has adopted the policy that in any civil lawsuit brought by it or in any administrative proceeding of an accusatory nature pending...

federal securities law

SEC Is On The Look Out For Touts

Last week, the Securities and Exchange Commission announced settled charges against professional boxer Floyd Mayweather Jr. and music producer Khaled Khaled, known as DJ Khaled.  Notably, the SEC's orders did not use the words "false", "misleading"...

federal securities law

With Respect To Scienter, The Ninth Circuit Walks By Its Wild Lone

Although the United States Supreme Court has never directly addressed the issue, many lower courts have inferred that a private right action exists under Section 14(e) of the Exchange Act.  That may not come of much a surprise since it was modeled...

federal securities law

Why I Disagree With A Semi-Annual Reporting Mandate (And It Probably Isn't The Reason That You Expect)

Last Friday, President Trump tweeted that he has asked the Securities and Exchange Commission to study stopping quarterly reporting and going to a six-month reporting system.  A few years back, I proposed a more free market approach:

"Why not...

federal securities law



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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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