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Of Touting, Tweets and Advertising

Last month, the Securities and Exchange Commission issued this public statement warning about touting of securities by celebrities:

Celebrities and others are using social media networks to encourage the public to purchase stocks and other...

advertising, California Securities Laws, compensation, Section 25300, securities, Rule 260.302, SEC, Section 17(b), Section 25002, stocks, touting, tweeting

Hacking EDGAR And Insider Trading

SEC Chairman Jay Clayton launched a sea of news stories last week when he included the following five sentence in a statement on cybersecurity:

Notwithstanding our efforts to protect our systems and manage cybersecurity risk, in certain cases cyber...

hacker, hacking, misappropriation theory, Second Circuit, Section 10(b), SEC, Securities Litigation, 574 F.3d 42, classical theory, Insider Trading, Rule 10b-5, SEC v. Dorozhko

Professor Robert J. Jackson Jr. Nominated To Become A Member Of The Securities And Exchange Commission

As Broc Romanek noted yesterday, President Donald Trump has nominated Columbia Law School Professor Robert J. Jackson, Jr. to become a member of the Securities and Exchange Commission.  Over the years, Professor Jackson's name has made several...

nominated, Robert L. Jackson, SEC, Uncategorized, 101 Geo. L.J. 923, lucian bebchuk, Shining light on Corporate Political Spending

Even If Enacted, The CHOICE Act May Not Repeal The SEC's Pay Ratio Rule

While prognosticators continue to place odds on whether the Financial CHOICE Act of 2017, H.R. 10, will be enacted, many commentators are claiming that it will "repeal" the Securities and Exchange Commission's pay ratio rule.  Even if H.R. 10 is...

Financial Choice Act, Pay Ratio Rule, Corporate Governance, SEC, Section 953(b), Dodd-Frank, repeal

Does A Political Yard Sign Really Violate The Investment Advisers Act?

"Congress shall make no law . . . abridging the freedom of speech . . . ."

Doug Cornelius recently published this post reporting that the SEC staff is taking the position that the pay-to-play rule, Rule 206(4)-5, applies to political yard signs.  ...

pay-to-play, Rule 206(4)-5, SEC, caltrans, Investment Advisers, Investment Advisers Act, Outdoor Advertising Act, yard signs

Financial Difficulties - A Bizarrely Vague Standard For Disclosure

Earlier this year, the Securities and Exchange Commission published for comment proposed amendments to the Municipal Securities Disclosure Rule (Rule 15c2-12).  The existing rule is complicated and I will not attempt to explain it here.   For...

Rule 15c2-12, SEC, Uncategorized, financial difficulties

SEC Staff Reports On "Real Estate Funds", But What Exactly Are They?

Yesterday, the SEC staff announced that it had published a suite of new data and analyses of private fund statistics and trends.  These data include information with respect to "real estate funds".  But what exactly is a "real estate fund"?  The...

private fund, real estate fund, SEC, Form PF, Investment Advisers, Section 3(c)(7)

The SEC's Flawed Changes To Exchange Act Forms

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an "emerging growth company".  Recently, the Securities and Exchange...

SEC, Administrative Procedure, Administrative Procedure Act, AP, Form 10-K, Form 10-Q, public notice, Section 553, Securities and Exchange Commission

Exactly What Part Of "To The Commission" Is Ambiguous?

The Dodd-Frank Act gave us many things, including Section 21F of the Securities Exchange Act of 1934.  Section 21F, prohibits employers from retaliating against a "whistleblower".  15 U.S.C. § 78u-6(h)(1)(A).  We need not guess about the definition...

Rule 21F-2, Section 21F, Somers v. Digital Realty Trust, Dodd-Frank Act, SEC, Securities and Exchange Commission, whistleblower, Whistleblowers

Will Congress Deep Six The SEC's Resource Extraction Rule?

In December of last year, I wrote about how the Securities and Exchange Commission's Resource Extraction Rule might meet an untimely end.  See There’s Still Time For Congress To Void The SEC’s Resource Extraction Rule (Dec. 14, 2016).  The rule,...

resource extraction rule, Rule 13q-1, SEC, Administrative Procedure, Form SD, Kevin McCarthy

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