Communication with Financial Analysts and Related Disclosure Issues
Cleary Gottlieb
February 26, 2013
48 pages
Saturday, May 25th
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SEC & Securities Law 
Regulation FD Regulation FD: Getting Started Cleary Gottlieb: Communication with Financial Analysts and Related Disclosure Issues
Regulation FD Regulation FD: Getting Started Cleary Gottlieb: Communication with Financial Analysts and Related Disclosure Issues
Trending ..... Broker-Dealer Faces FCPA, Travel Act and Securities Fraud Charges for Venezuelan Payments ..... SEC Charges City of Harrisburg with Securities Fraud for Fraudulent Public Statements ..... SEC Proposes Rules for Cross-Border Security-Based Swap Activities ..... Ralph Lauren Settles FCPA Charges ..... SEC/CFTC Issue Identity Theft Rules ..... Netflix Report: Regulation FD & Social Media ..... SEC Warns on Use of "Finders" ..... In re Puda Coal: Claims Against Chinese Directors Get Go Ahead ..... SEC Proposes More Tech Rules for Automated Systems ..... Kallick: DE Board Enjoined from Opposing Rival Slate ..... Advisers Falling Short on Custody Rule ..... SCOTUS Rules on Amgen; Materiality for Class Certification ..... Gabelli v. SEC: SCOTUS on Limitations Period for Federal Enforcement Actions ..... SEC's 2013 Adviser Examination Priorities ..... SEC Speaks ..... Say-on-Pay Litigation ..... District Court on SEC's FCPA Reach ..... SEC Eyes Up Private Equity ..... DOJ/SEC Issue FCPA Guidance ..... Iran Sanctions Include SEC Disclosure Mandate .....
Regulation FD - Hot Topics
SEC Press Releases
Securities Law Menu
- The JOBS Act (Aggregate)
- Rules, Regulation & Guidance
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- 2013
- 2012
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- 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
- 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
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- 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...
- 2010
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- 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...
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- 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
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- 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...
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- 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
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- 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 Rules Releases
- Securities Litigation
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- Federal
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- 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...
- Delaware
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- 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...
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- 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
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- Registered Investment Funds
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- 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...
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- 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
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- 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...
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- 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
- Foreign Private Issuers
“The playing field remains wide open and the opportunities for inventing, re-inventing and accelerating legal reputation are perhaps unprecedented.”
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