By Porter Wright on On Monday, May 14, 2012, both the SEC and the Citigroup Global Markets, Inc. filed their appellate briefs (available here and here) in the three consolidated appeals regarding Judge Jed Rakoff’s November 28, 2011 Opinion and Order rejecting the SEC’s proposed settlement with Citigroup. Both entities argued that Judge Rakoff committed error in his Opinion … Continue Reading
By Bob Tannous on On May 11, 2012, the Securities and Exchange Commission ("SEC") issued Instructions for Emerging Growth Companies ("EGC") to submit confidential draft registration statements or foreign private issuer non-public draft registration statements to the SEC. Until those submissions can be made on EDGAR, EGC’s must submit draft registration statements to the SEC in a text searchable … Continue Reading
By Porter Wright on On May 9, 2012, the SEC announced that it has filed an Administrative Proceeding against Deloitte Touche Tohmatsu CPA Ltd. ("D&T Shanghai") for its refusal to provide the agency with audit work papers in connection with the Commission’s investigation of the accounting firm’s client for alleged accounting fraud. The Administrative Proceeding was filed while the … Continue Reading
By Porter Wright on Over the past month the SEC has provided guidance regarding the Jumpstart Our Business Startups Act of 2012, or JOBS Act, which became law on April 5, 2012. The most recent guidance is in the form of Frequently Asked Questions on Title I, available May 3, 2012, as a supplement to prior FAQs on Title … Continue Reading
By Porter Wright on An April 19, 2012 article by Devin Leonard of BusinessWeek profiles Sanjay Wadhwa, currently a deputy chief of the SEC’s market abuse group. The article takes a close look at the insider trading investigation of Raj Rajaratnam (and the many leads that investigation has yielded). Although many bloggers point out situations where the SEC or … Continue Reading
By Jeremy Siegfried on The SEC announced that beginning on April 19, 2012, the SEC staff will begin to republish via EDGAR Commission orders pursuant to Exchange Act Section 12(j) revoking a company’s Exchange Act registration and Commission stop orders pursuant to Securities Act Section 8. Although these orders are currently posted on the SEC’s website as administrative … Continue Reading
By Porter Wright on On Tuesday, April 17, 2012, Mary Schapiro, the Chairman of the SEC, appeared before the House Subcommittee on TARP, Financial Services and Bailouts to testify about the steps the SEC has taken and is taking to strengthen our economic analyses in the rulemaking process. Chairman Schapiro acknowledged that "economic analysis is a critical element of … Continue Reading
By Bob Tannous on On April 16, 2012, the SEC Division of Corporation Finance issued additional Frequently Asked Questions to provide guidance on the implementation and application of the Jumpstart Our Business Startups Act (the "JOBS Act"), based on its current understanding of the JOBS Act and in light of its existing rules, regulations and procedures. These FAQs address … Continue Reading
By Bob Tannous on On April 11, 2012, the SEC Division of Corporation Finance issued additional Frequently Asked Questions to provide guidance on the implementation and application of the Jumpstart Our Business Startups Act (the "JOBS Act"), based on its current understanding of the JOBS Act and in light of its existing rules, regulations and procedures. These FAQs address … Continue Reading
By Porter Wright on On Monday, April 9, 2012, the SEC announced that it had formed the new Investor Advisory Committee and identified the 21 members who will serve on that Committee. The new Committee, mandated by Section 911 of the Dodd-Frank Act, replaces a prior Investor Advisory Committee. The Commission described the Committee as being "made up of … Continue Reading
By Bob Tannous on On April 10, 2012, the SEC Division of Corporation Finance issued Frequently Asked Questions to provide guidance on the implementation and application of the Jumpstart Our Business Startups Act (the “JOBS Act”), based on its current understanding of the JOBS Act and in light of its existing rules, regulations and procedures. These FAQs address questions … Continue Reading
By Porter Wright on On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act of 2012, the JOBS Act. The Act implements measures relating to the IPO process and reporting requirements for a new category of issuer known as the “emerging growth company,” or EGC. The Act defines an EGC as a company with annual gross … Continue Reading
By Porter Wright on This morning, the Second Circuit’s Motion Panel granted the SEC’s motion to stay the District Court proceedings in the litigation against Citigroup Global Markets, Inc. while the appellate court considers whether it should set aside Judge Rakoff’s decision refusing to approve the settlement between the parties. Specifically, the Court of Appeals found that the Commission … Continue Reading
By Porter Wright on On Wednesday, March 7, 2012, the SEC’s Division of Corporate Finance responded to a series of No-Action Requests regarding issues under Exchange Act Rule 14a-8 (under which eligible shareholders are permitted to require companies to include shareholder proposals regarding proxy access procedures in company proxy materials). In these series of letters, CorpFin: (1) stated that … Continue Reading
By Porter Wright on On Tuesday, March 6, 2012, SEC Chairman Mary Schapiro appeared before the House Subcommittee on Financial Services and General Government to testify in support of the Administration’s budget request for the SEC for the 2013 fiscal year. The SEC is seeking a budget of $1.566 billion, an increase of $245 million over the agency’s FY … Continue Reading
By Porter Wright on A March 2, 2012 article by Joshua Gallu on Bloomberg.com states that the SEC’s claim that there has been an increase in the number of enforcement actions "isn’t supported by a detailed examination of the statistics." Mr. Gallu’s article states that 31% of actions filed in fiscal year 2011 were not new, but "were so-called … Continue Reading
By Porter Wright on An article in today’s New York Times reports that over the last decade a number of large Wall Street companies, including JPMorganChase, Goldman Sachs and Bank of America, have avoided certain punishments specifically aimed at fraud cases and continued to have certain advantages reserved for the most dependable companies. According to Edward Wyatt’s article, there … Continue Reading
By Porter Wright on In the on-going dispute as to whether the SEC can enforce an investigative subpoena on an accounting firm in China, Magistrate Judge Deborah Robinson issued a Minute Order on Wednesday February 1, 2012 which reiterated that the SEC can serve the Order to Show Cause on counsel for Deloitte Touche Tohmatsu CPA Ltd. ("D&T Shanghai") … Continue Reading
By Porter Wright on In the on-going dispute as to whether the SEC can enforce an investigative subpoena on an accounting firm in China, the parties have submitted differing proposed scheduling orders. Although the arguments between the parties focus on procedure at this point, they are potentially significant in that the Court is being asked to address actually how … Continue Reading
By Porter Wright on On Thursday, January 12, 2012, Business Roundtable ("BRT"), the association of chief executive officers of leading U.S. companies, requested leave to file an Amicus Brief in the SEC v. Citigroup Global Markets, Inc. appeal, requesting that the Second Circuit reject the "potentially dangerous, approach to reviewing settlement agreements" in Judge Jed Rakoff’s November 28, 2011 … Continue Reading
By Bob Tannous on The SEC’s Office of Investor Education and Advocacy has issued an Investor Alert to help investors be better aware of fraudulent investment schemes that may involve social media. While social media can benefit investors, it also presents opportunities for criminal activity and fraud. Social media provides fraudsters an easy, low-cost way to create a site, … Continue Reading
By Bob Tannous on On Friday, January 6, 2012, the SEC Division of Corporation Finance issued Disclosure Guidance: Topic No. 4 (European Sovereign Debt Exposures) regarding disclosure relating to registrants’ exposures to risk of debt to certain European countries. As a result of the uncertainties with European sovereign debt holdings, the SEC reviewed disclosures of direct and indirect exposures … Continue Reading
By Porter Wright on According to media reports, the SEC decided last week that it will no longer allow defendants who plead guilty in criminal proceedings to settle parallel civil charges with the Commission by neither admitting or denying the allegations. At the present, the policy shift applies only in those cases where there has been an admission of … Continue Reading
By Porter Wright on In an Opinion and Order entered on January 4, 2012 and a separate Order entered on January 5, 2012, Magistrate Judge Deborah Robinson granted the SEC’s motion for a order to show cause, requiring Deloitte Touche Tohmatsu CPA Ltd. ("D&T Shanghai") to file a brief by mid-January 2012 and appear before the Court in early … Continue Reading
