From the Sox Up, a Gardere Wynne Sewell LLP project, is a discussion of domestic and international securities law. The blog is written by various members of Gardere’s Public Securities, Corporate Governance, and Investigations and Compliance teams, and given the scope of their knowledge, the blog covers a wide array of topics. From discussions of poison pill defenses to Chinese securities litigation, From the Sox Up is a valuable overview of securities law and how it effects public and private companies.
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This week, the SEC released a new Compliance and Disclosure Interpretation (“C&DI”) for Exchange Act Rule 14a-21. This rule sets forth one of the say-on-pay requirements mandated by the Dodd-Frank Act. It requires issuers to periodically afford shareholders the right to...
We had occasion to review the civil and criminal penalties for violating SEC regulations and the Sarbanes-Oxley Act of 2002 and thought a quick post may serve to remind our readers of the severity of securities law violations. Civil Penalties We have summarized the civil penalties...
As previously described, the Securities and Exchange Commission has, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted a rule to exclude “family offices” from the definition of “investment adviser” under the Investment Advisers Act of...
New Calls to Eliminate the Prohibition of General Solicitation or General Advertising in Private Securities Offerings
Within the last two weeks, there have been two new calls for the Securities and Exchange Commission to amend its Rule 502(c) of Regulation D to eliminate the prohibition of “general solicitation or general advertising” (the “Prohibition”) with respect to certain...
There has been a high volume of bankruptcy filings over the last three years of the economic downturn and they do not show any signs of letting up. Whether it is Hostess Brands—with the future of Twinkies at risk, the prospect of iconic Kodak in the Bankruptcy Court or AMR Corp.’s...
New Year’s resolutions come in all shapes and sizes. This year, investors may seek refuge in the adage “older but wiser” with respect to the flurry of questionable financial reporting during 2011 at Chinese companies listed in the United States. Auditors have been caught...
The Securities and Exchange Commission announced on Dec. 21, 2011 that it has adopted amendments to its rules regarding the net-worth standard (PDF) for determining an individual “accredited investor” for purposes of certain exemptions from the registration requirements of the...
A question posed occasionally at this time of year is whether a director or an officer may make a gift of his or her company’s securities to a charitable organization without exposing the director or officer to insider-trading liability under SEC Rule 10b-5. Although the question is...
A federally registered investment adviser must formulate, adopt and maintain, and implement, certain policies specified by SEC rules. That obligation applies regardless of the adviser’s size or scope of activities. Although certain of the policies may seem cumbersome or...
The SEC announced a modification to its filing review correspondence program on Dec. 1, 2011. Since a policy change in 2005, the SEC has been publicly releasing its correspondence, including comment letters and response letters, “no earlier than 45 days” after completion of the...