Securities Disclosure Implications on the Net and Other Electronic Media
Paul, Hastings, Janofsky & Walker LLP
The Internet offers several important opportunities to enhance the capital formation process by (i) redu.
Securities Law Liabilities In Employee Stock Options
Timothy E. Hoeffner and Timothy A. Greensfelder of Weil, Gotshal & Manges LLP
This article reviews whether an employee option-holders has federal securities law claims against their employer akin to the claims possessed by the company's public stock holders.
It's Your Call: A Primer On Analyst Conference Calls
Boris Feldman of Wilson Sonsini Goodrich & Rosati
This article discusses the pitfalls of not preparing analysts for their quarterly conference calls with analysts.
President Clinton Signs Securities Litigation Uniform Standards Act
Thelen LLP
This article discusses the Securities Litigation Uniform Standards Act and how it will implement a single standard for securities litigation.
Ninth Circuit Modifies Silicon Graphics; Eleventh Circuit Weighs In
Cadwalader, Wickersham & Taft LLP
The Ninth Circuit Court of Appeals has amended its decision in In re Silicon Graphics Incorporated Securities Litig.
Stoneridge Investment Partners: The Supreme Court Rejects "Scheme Liability"
Larry J. Obhof of The Federalist Society
On January 15, 2008, the Supreme Court issued its decision in Stoneridge Investment Partners LLC v. Scientific-Atlanta, Inc., a case heralded by commentators as the "most important securities case in decades." The Stoneridge decision rejects a theory of scheme liability that would have greatly expanded the universe of potential securities class action defendants.
Being a Public Company Director or Officer Just Got a Whole Lot Riskier
of Torys LLP
A highly significant development for Ontario?s capital markets will take place on December 31, 2005, when a new liability-for-disclosure regime comes into force. This regime will facilitate lawsuits by securityholders who buy or sell securities of public companies while there is a continuous disclosure violation.
Equipment Lease Securitizations: Finding Value in Residuals--Part II
Thomas R. Wildman of Day Pitney LLP
Reprinted with permission from the July/August 1998 issue of the "Leasing and Financial Services Monitor."
Finding the Harbor: Advice For Companies On Navigating Federal Securities Litigation Reform
Steven E. Bochner of Wilson Sonsini Goodrich & Rosati
This 1996 articles discusses the early impact of the Safe Harbor provisions on the practice of securities law.
Ninth Circuit Puts Teeth in Securties Reform Act Requirements
Pillsbury Winthrop Shaw Pittman LLP
On July 2, the Ninth Circuit issued an opinion that could radically reduce unjustified securities lawsuits and .
Court Dismisses 1933 and 1934 Act Claims Pursuant To PSLRA Safe Harbor
Weil, Gotshal & Manges LLP
This article discusses the Private Securities Litigation Reform Act of 1995 (the "PSLRA") and Year 2000 compliance issues.
Sarbanes-Oxley Hastily Charts New Ground in Federal Corporate Law
Robert Barker* of The Federalist Society
The Sarbanes-Oxley Act of 2002 represents a major shift in securities regulation in the United States.
Holder of Contingent Right to Receive Stock Has Standing to Sue Under Federal Securities Laws
Cadwalader, Wickersham & Taft LLP
Deciding a matter of first impression, the Ninth Circuit Court of Appeals recently held that an individual who hold.
Ninth Circuit Clarifies Presumptions of Reliance
Morrison & Foerster LLP
This article discusses the Ninth Circuit's issuance of a decision in Binder v. Gillespie which clarifies several unresolved technical issues in securities litigation.
Eleventh Circuit Dismisses Complaint Under 1995 Safe Harbor Provision
Stephen A. Radin of Weil, Gotshal & Manges LLP
Examined is the Eleventh Circuit Court of Appeals' ruling in Harris v. IVAX Corp.
Securities Litigation Reform: The Growing Importance of Scienter
Dan Bailey, Esq. of Arter & Hadden LLP
This article describes the role of scienter in securities actions.
Securitization in Asia
Neil Campbell of Sidley Austin LLP
There cannot be many financing tools which have had such a roller coaster ride over the last few years as the.
Application Of The Safe Harbor For Forward-Looking Statements
Cadwalader, Wickersham & Taft LLP
This summer, two United States courts of appeals interpreted the safe harbor for forward-looking statements enacted.
Securities Litigation Exposure
Stephen D. Poss, P.C. of Goodwin Procter LLP
Steve Poss, a Partner and Co-Chair of the Corporate Governance and Securities Litigation Group at Goodwin Procter LLP, led the conference session on Securities Litigation Exposure. Mr. Poss started the session by explaining that we are in the midst of an extraordinary period of change in the enforcement environment facing public companies and their officers and directors.
Securities Litigation Uniform Standards Act Of 1998
Paul, Hastings, Janofsky & Walker LLP
On November 3, 1998, President Clinton signed into law the Securities Litigation Uniform Standards Act of 1998. T.
Ninth Circuit Modifies Presumption of Reliance Opinion
Cadwalader, Wickersham & Taft LLP
The Ninth Circuit Court of Appeals has modified its March 30, 1999 decision in Binder v. Gillespie, which held, amo.
Financial Fraud in the Era of Securities Reform: The Private Securities Litigation Reform Act's Safe Harbor Doesn't Shield Corporations . . .
Boris Feldman of Wilson Sonsini Goodrich & Rosati
In overriding President Clinton's veto of the Private Securities Litigation Reform Act of 1995, Congress established strong protection for honest companies that run into hard times. But a year later companies are finding that they're still being bombarded by lawsuits. This article discusses the impact of the Securities Litigation Reform Act.
Commercial Developments: Private Securities Litigation Reform Act of 1995
Christa Werder of Rumberger, Kirk & Caldwell Attorneys At Law
One of the most significant developments in securities litigation is the passage of the Private Securities Litigation Reform Act of 1995.
Selective Disclosure, Analyst Guidance, and the Duty to Update: Building a Safer Safe Harbor
Boris Feldman of Wilson Sonsini Goodrich & Rosati
This article outlines a model for encouraging meaningful, evenhanded disclosure of a company's expectations for future results while shielding it from lawsuits by investors who are displeased with the quarterly results.
Ninth Circuit Puts Teeth in Securities Reform Act Requirements
Pillsbury Winthrop Shaw Pittman LLP
This article reviews Silicon Graphics decision whereby the Ninth Circuit issued an opinion that could radically reduce unjustified securities lawsuits and fulfill the promise of the Private Securities Litigation Reform Act that Congress passed in 1995.
Pro: Why Central Bank Should be Overruled
Roger C. Cramton*
The lawyer's primary function is to counsel and assist clients in conduct that is "within the bounds of the law."
The SEC and The IRS
Steven A. Goldfield of Saul Ewing LLP
The Importance of Being Earnest with The SEC and The IRS In the last several years, the field of municipal fi.
Securities Litigation: The Mechanics of the "Safe Harbor"
Morgan Smock of Pillsbury Winthrop Shaw Pittman LLP
The Safe Harbor provisions of the Securities Litigation Reform Act afford substantial protection for: (i) "forw.
MD&A Disclosure on Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Jones Day
On January 22, 2003, the SEC adopted final rules under the Sarbanes-Oxley Act relating to the disclosure of off-balance sheet arrangements and known contractual obligations. The new rules amend requirements for management discussion and analysis disclosures in registration statements, periodic reports and proxy or information statements that are required to include financial statements.
New SEC Regulation Targets Selective Disclosure by Public Companies
Saul Ewing LLP
On August 10, 2000, the Securities and Exchange Commission (the "SEC") adopted Regulation FD (Fair Disclosure) esta.
H-1B CAP UPDATE #4
Patrice B. Morrison of Nixon Peabody LLP
This article states that the H-1B cap of 115,000 visas for Fiscal Year 2000 has been reached this year.
Securities Litigation: Lower Courts Begin to Open the Safe Harbor
Morgan Smock of Pillsbury Winthrop Shaw Pittman LLP
The "Safe Harbor" section of the Private Securities Litigation Reform Act of 1995 provides that most "forward-l.
SEC Votes To Propose Regulations Implementing Gramm-Leach-Bliley Bank Broker Rules
Goodwin Procter LLP
The SEC voted on June 2, 2004 to publish proposed Regulation B. Proposed Regulation B builds on interim rules that were adopted by the SEC in 2001 but suspended after banks and their regulators raised objections. As a general matter, Proposed Regulation B seeks to further elucidate the eleven statutory exemptions, adds a few new exemptions, and applies them as appropriate to banks and thrifts.
Uniform Standards Act Preempts State Court Claims Alleging Misconduct "In Connection With" Online Securities Trading
Cadwalader, Wickersham & Taft LLP
In a case of first impression, the United States District Court for the Southern District of California recen.
California Supreme Court Opens State's Doors to Out-of-State Securities Purchasers, Sellers: Declines Invitation to Limit Reach of State Securities Laws in Light of Uniform Standards Act, PSLRA
Cadwalader, Wickersham & Taft LLP
In a case of first impression, the California Supreme Court in Diamond Multimedia Systems, Inc. v. Superior Court o.
SEC Proposes Rules To Shut Down Non-Y2K Compliant Firms
Cadwalader, Wickersham & Taft LLP
The Securities and Exchange Commission ("SEC") recently proposed a series of new rules that would require broker-de.
Corporate Governance: Avoiding Criminal Liability under Sarbanes-Oxley
Richard D. Clayton and J. Triplett Mackintosh of Holland & Hart LLP
The Sarbanes-Oxley Act of 2002 (the "Act") is much more than a tightening of corporate reporting requirements. We believe the Act has altered significantly the prosecutorial landscape on which Justice Department and agency investigations will play out. Even though the Act's requirements are limited to "issuers" or reporting companies, its eventual impact goes further.
SEC Posts Searchable Y2K Database On Website
Cadwalader, Wickersham & Taft LLP
The Securities and Exchange Commission ("SEC") has posted a searchable Year 2000 database on its World Wide Web sit.
Securities Alert--October 1999
Akin Gump Strauss Hauer & Feld LLP
In a release dated September 28, 1999, the SEC formally adopted new disclosure requirements for Form 20-F, the form used by foreign private issuers for registration and reporting under the U.S. Securities Exchange Act of 1934. Many of these disclosure requirements also apply to the disclosure required in prospectuses used for an offering registered under the U.S. Securities Act of 1933.
Striking Back at Stockholder Strike Suits--Corporate Charter Fee-Shifting Provisions
David C. Fischer of Loeb & Loeb LLP
Nationwide concern about frivolous securities litigation has been so great that, in 1995, Congress adopted an act i.
Thelen Reid Report No. 383: New SEC Interpretative Release Seeks More Complete Year 2000 Disclosure from Public Companies
Thelen LLP
This report provides an overview of a recent SEC release that will require complete Y2K disclosure from public companies.
Securities Law Alert: April 7, 2004
Nixon Peabody LLP
On March 17, 2004, Lucent Technologies, Inc. announced that the SEC staff was recommending a $25 million penalty for what it perceived as Lucent?s noncooperation during the SEC?s original investigation and subsequent to a settlement announced in February 2003, which at that time imposed no penalties.
Recent Developments Under the PSLRA
Cadwalader, Wickersham & Taft LLP
In 1995, Congress enacted the Private Securities Litigation Reform Act (the "PSLRA") to deter what was perceived to.
Recent Trends in Securities Litigation
Martin Glenn and Alfred Levitt of Glasser Legal Works
Provides an overview of various legal trends established in 1998 securities litigation.
The Private Securities Litigation Reform Act of 1995
Pillsbury Winthrop Shaw Pittman LLP
On December 22, 1995, the U.S. Senate voted to override President Clinton's December 19, 1995 veto of the Private .
State Appellate Court Decision Concludes That Actions By "Holders" of Corporate Securities Does Not State Actionable Claim
Greg L. Johnson and Douglas Woods of Pillsbury Winthrop Shaw Pittman LLP
This article reviews an order from the Santa Clara County Superior Court which dismissed with prejudice the purported class action entitled Paul Chai, et al. v. Paradigm Technology, Inc. et al.
Seeking Seed Capital from Colorado Angel Investors
Paul James Hanley of Grimshaw & Harring, P.C.
Often entrepreneurs require outside financial assistance in starting their company. When the bank does not come through and friends and family are unable to make the investment, the thought often turns to sophisticated, wealthy investors or "angels" to provide some of the initial funding or "seed capital."
Ninth Circuit Reverses PSLRA Discovery Grant, Finding No Undue Prejudice
Cadwalader, Wickersham & Taft LLP
The Ninth Circuit Court of Appeals recently reversed a district court decision granting limited discovery to plaint.
Amendments to Regulation S Under the Securities Act of 1933
Coudert Brothers LLP
In February 1998, the SEC adopted amendments to Regulation S under the Securities Act of 1933 (the "Securitie.
Year 2000 Advisory
Cadwalader, Wickersham & Taft LLP
The Securities and Exchange Commission, in conjunction with the National Association of Securities Dealers, Inc., t.
Non-Parties Not Required To Preserve Evidence Pending Motion to Dismiss in Private Securities Litigation Reform Act Case
Cadwalader, Wickersham & Taft LLP
The United States District Court for the Central District of California recently declined to issue subpoenas comman.
Financial Services Report--Spring 1999
Behnam Dayanim and William C. Rand of Paul, Hastings, Janofsky & Walker LLP
This Report discusses how to negotiate e-finance hazards, and the Securities Litigation Uniform Standards Act of 1998.
The Private Securities Litigation Reform Act
Robert E. Woods of Briggs & Morgan
The most sweeping reform in the federal securities laws in many years - the "Private Securities Litigation Reform.
SEC Adopts Final Rules Expanding Form 8-K Disclosure Requirements and Accelerating Filing Deadlines
Gary C. Ivey of Alston & Bird LLP
On March 16, 2004, the Securities and Exchange Commission (SEC) adopted amendments to Form 8-K designed to provide investors with better and faster disclosure of important corporate events. The amendments have been adopted in furtherance of the "real time issuer disclosure" mandate of Section 409 of the Sarbanes-Oxley Act of 2002.
Recent Developments in U.S. Securities Laws
Coudert Brothers LLP
I. Final Rules A. Disclosure Simplification Effective as of September 2, 1997, the SEC has eliminated or amen.
President Clinton's "Year 2000 Information Disclosure Act"
Robert E. Crotty of Kelley Drye & Warren LLP
Introduction President Clinton's "Year 2000 Information Disclosure Act" is an attempt to encourage entities to.
District Court Rejects Reliance On PSLRA "Safe Harbor" Provision
Rosenman & Colin LLP
The United States District Court for the District of Nevada has denied a motion for summary judgment by defendant.