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The JOBS Act (Aggregate)

The JOBS Act's Title I: "IPO On-Ramp" for Emerging Growth Companies

SEC JOBS Act Guidance on Title 1's Scaled Disclosure Requirements

SEC JOBS Act Guidance on Confidential Submission of Draft Registration Statements

The JOBS Act & Private Funds

The JOBS Act & Crowd Funding

SEC JOBS Act Guidance on Exchange Act Registration/Deregistration

SEC Proposes to Eliminate Rule 506 and Rule 144A “General Solicitation” Prohibitions

The JOBS Act & Non-U.S. Companies

The JOBS Act & Broker-Dealers

The JOBS Act: SEC Guidance to Date

SEC Issues JOBS Act Guidance for Research Analysts and Underwriters

Rules, Regulation & Guidance

2013

SEC Proposes Further Money Market Reform

SEC Guides Private Funds on Broker-Dealer Registration Requirements

SEC & CFTC Adopt Identity Theft Rules

SEC Proposes Regulation Systems Compliance and Integrity ("SCI") Rules

2012

SEC Proposes Capital, Margin, and Segregation Rules for Security-Based Swap Dealers

SEC Proposes to Eliminate Rule 506 and Rule 144A “General Solicitation” Prohibitions

SEC Actions Dodd-Frank Disclosure Requirements for Resource Extraction Issuers

Conflict Minerals

Disclosure of Payments by Resource Extraction Issuers

Mine Safety Disclosure

CFTC & SEC Adopt Swap Product Definitions

The JOBS Act (Aggregate)

SEC Increases Investment Advisers Act "Qualified Client" Thresholds for Performance Fees

Listing Standards for Compensation Committees

2011

SEC Actions Dodd-Frank Act Changes to "Accredited Investor" Definition

SEC Adopts Form PF; Private Fund Systemic Risk Reporting

SEC Proposes Rules Re: Registration of Security-Based Swap Dealers and Major Security-Based Swap Participants

SEC's Proposed Prohibition against Conflicts of Interest in Certain Securitizations

SEC Concept Release Examines Use of Derivatives by Investment Companies under Investment Company Act

SEC Concept Release Examines REITs and the Investment Company Act 3(c)(5)(C) Exclusion

SEC Concept Release Addresses Treatment of Asset-Backed Issuers under the Investment Company Act

SEC Adopts Large Trader Reporting System

SEC Revises Short-Form Registration (S-3 & F-3) Eligibility for Non-Convertible Debt Offerings

SEC Re-Proposes ABS Shelf Eligibility Conditions and Filing Requirements

SEC Proposes Business Conduct Standards for Security-Based Swap Dealers and Major Security-Based Swap Participants

SEC Proposes Custody-Related Reporting and Audit Requirements for Broker-Dealers

SEC Actions Dodd-Frank Act Provisions on Investment Adviser Registration

SEC Adopts Exemptions From Investment Adviser Registration for VC's, Smaller Funds & Foreign Advisers

SEC Adopts "Family Offices" Exemption from Investment Adviser Registration Rules

SEC "Re-Adopts" Beneficial Ownership Rules for Equity-Based Swaps

SEC Disqualifies Felons & "Bad Actors" From Rule 506 Offerings

SEC Actions Dodd-Frank Whistleblowing Rules

SEC/CFTC Issue Definitions for "Swap" & "Security-based Swap"

SEC Actions Dodd-Frank Provisions Re: Credit Ratings/Agencies

SEC (et al) Propose Risk Retention ("Skin in the Game") Rules for Securitizations

SEC Proposes New Rules for Compensation Committees & Compensation Advisers

SEC (et al) Propose Incentive-Based Compensation Rules for Financial Institutions

SEC Adopts Say-on-Pay, Golden Parachute Rules

SEC Requires New Reps & Warranties Disclosure in ABS Offerings

SEC Requires Issuer Diligence/Disclosure on Pool Assets in ABS Offerings

More...

CFTC & SEC Propose Rules For Swap Execution Facilities

SEC Revises Exchange Act Reporting Obligations for ABS Issuers

2010

SEC Amends ADV Part 2 ("The Brochure")

SEC Proposes Rules Requiring Registration of Municipal Advisers

SEC & CFTC Propose "End-User" Exception to Mandatory Swaps Rules

SEC Requires Institutional Investment Managers To Report on Executive Compensation Voting

Regulation SHO: SEC Adopts Alternative Uptick Rule For Short-Sales

SEC Proposal to Effectively Prohibit "Unfiltered" Market Access

SEC's Proposed (& Now Withdrawn) Regulation of Indexed Annuities (Rule 151A)

SEC Extends Fraud/Manipulation Rules to Cover Security-Based Swaps

Swap Dealers & Major Swap Participants Defined

Proxy Access Rules Adopted, Stayed, Vacated, Abandoned

More...

SEC's Rule 15c2-12, EMMA & Municipal Securities

SEC Amends Regulation FD to Remove Credit Rating Agency Exemption

SEC Guidance on Liquidity/Funding Risks in MD&A

SEC Proposes To Scrap Rule 12b-1; Rewrite Mutual Fund Fee Rules

SEC's "Proxy Plumbing" Concept Release

SEC Enacts "Pay to Play" Prohibitions for Investment Advisers

SEC Proposes Consolidated Audit Trail For Equity Securities

SEC Approves Money Market Reform

SEC Amends E-Proxy Rules

SEC Proposes Amends to Rule 10b-18 Safe Harbor for Issuer Stock Repurchases

SEC Adopts Changes to Custody Rules For Investment Advisers

SEC Concept Release on Equity Market Structure (eg High Frequency Trading)

Enforcement

SEC Settlement Warns Against Use of Unregistered Brokers as Finders

Private Equity Faces SEC Scrutiny

SEC v. Apuzzo: Second Circuit Guides on Aiding and Abetting Claims

SEC Speaks 2012

SEC Amends ‘Neither Admit Nor Deny’ Policy

SEC v Citigroup Global Markets: SDNY Rejects "Neither Admit Nor Deny" Settlement

SEC's Annual Whistleblower Report

Lindsey Manufacturing: First Corporate Conviction under FCPA (Now Reversed)

Tenaris: SEC's First Use of Deferred Prosecution Agreement

SEC Guidance on Enforcement Action Cooperation by Individuals

Dodd-Frank Act Enhances SEC's Enforcement Role

SEC Actions Dodd-Frank Whistleblowing Rules

SEC Investigates "Expert Networks" Re: Insider Trading

SEC Launces FCPA Investigation of Financial Advisers & SWFs

SEC's Enforcement Manual

More...

SEC v Black: FD Compliance Pays Off

SEC Enforces Regulation G (Safenet)

SEC Uses S-Ox Clawback Against Uncharged Executive

SEC, Mark Cuban & Insider Trading (or not)

SEC v Rorech & Insider Trading of Derivatives

In Perry Capital Enforcement Action, SEC Clarifies Rule 13d-1(b) "Ordinary Course" of Business Exception

Office Depot's Analyst Communications Run Afoul of Regulation FD

Panalpina (& others): FCPA Enforcement In Oil Services Sector Yields "Best Practices" Guide

Hennessee: SEC Slaps Adviser for Poor Diligence

SEC's Khuzami on 1st 100 Days and Enforcement Going Forward

Exchange Act Reporting

New Iran Sanctions Include SEC Disclosure Requirements

SEC's Cybersecurity Disclosure Guidance

Preparing 10-K & Proxy Disclosure: MD&A, CD&A, etc

Climate Change Disclosure

SEC Adopts Say-on-Pay, Golden Parachute Rules

SEC Actions Dodd-Frank Disclosure Requirements for Resource Extraction Issuers

SEC's Revised Oil & Gas Reporting Requirements

SEC's Updated (& Relaxed) Guidance on non-GAAP Financials

SEC Proposes to Ramp Up Short-term Borrowings Disclosure

SEC Guidance on Liquidity/Funding Risks in MD&A

FASB's Proposals Re: Accounting for Loss Continencies

SEC's IFRS "Roadmap;" A Road to Nowhere?

More...

SEC Eliminates Auditor Attestation Reports for Non-Accelerated Filers

SEC Guidance on Company Websites

SEC's Roll-out of XBRL & IDEA

SEC Rules Releases

Securities Litigation

Federal

Acticon AG v. China North East Petroleum Holdings: Second Circuit Guides on Loss Causation

Amgen: SCOTUS to Consider Materiality Requirements for Fraud-on-the-Market Actions

Absolute Activist: Second Circuit Defines Morrison's Extraterritorial Reach

Say-on-Pay Litigation

CSX v. The Children’s Investment Fund: Do Equity Swaps Confer Beneficial Ownership?

Erica P. John Fund v. Halliburton: Loss Causation in Securities Class Action

Janus Capital Group & Investment Adviser Liability

Morrison v. National Australia Bank: "F-Cubed" Holding Limits Extraterritorrial Application of Section 10(b)

Matrixx v. Siracusano & Disclosure/Materiality of Adverse Event Reports

Merck & Statute of Limitations in Federal Securities Fraud Cases

Omnicare & Gun-Jumping (Pre-merger Information Exchange)

Second Circuit Limits Secondary Actor Liability in Pacific Mgmt v Mayer Brown

Omnicom & Proving Loss Causation

Second Circuit Clarifies "Bespeaks Caution" Doctrine

More...

Tambone: First Circuit Rejects Rule 10b-5 Liability For “Implied” Misrepresentations

Glazer: Liability for Reps & Warranties in Merger Agreement

Avaya: Third Circuit Weighs In on Tellabs Scienter

San Antonio Fire & the Indenture "Poison Put"

UnitedHealth, Indentures/TIA & SEC Reporting

Delaware

SIGA Technologies & Enforceability of Term Sheets

In re MFW Shareholders Litigation: Going-Private Merger gets Business Judgment Rule

In re Plains Exploration: Court Won't Second Guess Independent/Informed Board, Enjoin Merger

Koehler v. NetSpend: Revlon Duties Likely Breached in Single-Bidder Sale

In re Puda Coal: Delaware Court Allows Loyalty Claims Against Directors of Chinese Company

Pyott: Collateral Estoppel Bars Delaware Shareholder Derivative Action

Kallick v. SandRidge: Delaware Board Enjoined from Impeding Rival Director Slate

In re Complete Genomics: "Don't Ask, Don't Waive" Standstill Provisions Enjoined

In Re Synthes: Pro Rata Deal Provides Controlling Stockholder With Safe Harbor From Minority Stockholder Claims

El Paso Corp: Court Slates M&A Process but Denies Preliminary Injunction

RAA Management: Delaware Court Upholds Confi Non-Reliance Provision

In re Southern Peru Copper Corp: Controlling Shareholder Transaction Fails Entire Fairness Review

In Re Delphi: Merger Process Issues Not Sufficient to Enjoin Merger

Martin Marietta Breaches Confi; Enjoined from Hostile Bid for Vulcan

Meso Scale Diagnostics: Reverse Triangular Mergers & "Assignment by Operation of Law"

In re Smurfit-Stone Container Corp: Delaware Court on Revlon Duties in Mixed Consideration Merger

Delaware Courts Address Top-Up Options in Two-Step Merger

Del Monte: Boards Can Learn From Enjoined Buyout & Deal Provisions

Air Products v Airgas: Delaware Court Blesses Board Use of Poison Pill

Airgas: Attempt to Compress Corporate Calendar With Bylaw Amendment Fails

Delaware Court Okays Barnes & Noble Rights Plan

In Re Dollar Thrifty: Process & Reasonableness Key to Revlon Duties

Selectica & the "NOL" Poison Pill

Lyondell, Revlon & The Duty of Good Faith

More...

In re CNX Gas Corp & Going Private Transactions

Blackstone v ADS: "Corporate Formalities" Upheld as Non-signatory Not Liable for "Cabined" Acquisition Sub

Hammons Hotels & Entire Fairness Standard of Review

Loral & Interested Party Transactions

Hexion v Huntsman: Material Adverse Effect

Ebay v Craigslist: Takeover Defenses for Private Companies

Gantler: Delaware Clarifies Fiduciary Duty of Officers & Application of "Shareholder Ratification Doctrine"

Realogy: Delaware Court Blocks Exchange of Unsecured for Secured Notes

Crown Emak v Kurz: Delaware Guidance on Vote Buying, Stock Transfers & Director Removal

Maric v Plato Learning: Delaware Court Enjoins Merger Over Disclosure Concerns

Investment Funds & Broker Dealers

Registered Investment Funds

SEC Report on Broker-Dealer Information Barriers

Newly-Registered Investment Advisers to Get SEC "Presence Exams"

SEC Proposes Consolidated Audit Trail For Equity Securities

SEC Provides Relief from Registration for Certain Adviser Affiliates

SEC Guidance on Investment Adviser Use of Social Media

SEC Adopts Large Trader Reporting System

SEC Proposes Custody-Related Reporting and Audit Requirements for Broker-Dealers

SEC Order Adjusts "Qualified Client" Threshold for Inflation

SEC Disqualifies Felons & "Bad Actors" From Rule 506 Offerings

SEC Amends ADV Part 2 ("The Brochure")

SEC Increases Investment Advisers Act "Qualified Client" Thresholds for Performance Fees

Investment Advisers: Annual Regulatory/Compliance Obligations

Treasury's Form SLT Will Require Reporting of Cross-Border Security Ownership

SEC Enacts "Pay to Play" Prohibitions for Investment Advisers

SEC Requires Institutional Investment Managers To Report on Executive Compensation Voting

SEC Adopts Changes to Custody Rules For Investment Advisers

SEC Study on the Fiduciary Duty of Investment Advisers and Broker-Dealers

Regulation SHO: SEC Adopts Alternative Uptick Rule For Short-Sales

SEC Proposal to Effectively Prohibit "Unfiltered" Market Access

More...

SEC Guidance on Investment Adviser Advertising

Mandated Electronic Filing of Form Ds

SEC Proposes To Ban "Flash" Orders

Regulation S-AM & Affiliate Marketing

SEC Adopts Short Selling Rules Aimed at Reducing Fails To Deliver

SEC Proposes Rules For "Dark Pools"

SEC Concept Release on Equity Market Structure (eg High Frequency Trading)

FINRA & the Exchanges

FINRA Guidance on Complex Products

FINRA's Proposes Debt Security Research Rule

NYSE Restricts Broker Discretionary Voting on CorpGov Issues

FINRA's Proposed Rule 5123: Enhanced Disclosure For Private Placements

FINRA's Rule 5131 and Potentially Abusive IPO Practices

FINRA's Rule 5122 on Member Private Offerings

FINRA Proposes Broker Version of Form ADV Disclosure

FINRA's Private Placement (Reg D) Diligence Guidance

FINRA Guidance on Social Media

FINRA's New Rule 5141 Replaces "Papilsky Rules" Re: Sale of Securities

More...

NYSE Ends Broker Discretionary Voting for Directors

FINRA's Rule 2210 on Communications With Public

FINRA & Exchanges Adopt Circuit Breaker Rules

FINRA's Equity Research Rules

FINRA Limits Motions To Dismiss in Arbitration

FINRA & Same Day Clearance of Shelf Offerings

FINRA & Registration of Operations Professionals

Regulation FD

Office Depot's Analyst Communications Run Afoul of Regulation FD

SEC v Black: FD Compliance Pays Off

Regulation FD: Getting Started

SEC Amends Regulation FD to Remove Credit Rating Agency Exemption

Foreign Private Issuers

SEC Toughens Initial Review Process for Registration Statements of Non-U.S. Issuers

Foreign Private Issuer Reporting Enhancements

Foreign Private Issuer Rule 12g3-2(b) Exemption

Dodd Frank Act & Foreign Private Issuers

Unsponsored ADR Programs

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