Securities

Expert Analysis

• Books And Records Requests In The Era Of Text Messages

  

  Company managers are increasingly using informal electronic communications to discuss issues and make decisions. Recent decisions in Delaware and New Jersey show how courts are trying to balance shareholders’ rights to access these communications with companies’ and managers' rights to confidentiality, say Jason Levine and Andrew Erdlen of Hangley Aronchick.

• Opinion

  7th Circ. Decision Creates Minefield For Insurance Industry

  

  The Seventh Circuit's recent decision in Emmis v. Illinois National Insurance unfairly limits directors and officers coverage for policyholders, encourages litigation of insurance claims and also generates enormous liability exposure for brokers, say attorneys at Plews Shadley.

• E-Discovery Experts Could Increase Fed. Court Efficiency

  

  As electronic data demands on federal courts continue to increase, it may be time to consider whether the courts should establish an office that could be staffed with technical experts familiar with electronic discovery issues, says Douglas Smith of Kirkland.

• Digital Asset Securities Statement May Be Missed Opportunity

  

  The long-anticipated joint statement issued earlier this month by the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority reminds entities effecting transactions in digital asset securities of broker-dealer compliance requirements with regard to custody, but falls short of providing actionable guidance, say attorneys at Morgan Lewis.

• Remembering Justice Stevens As A Law Firm Leader

  

  Rothschild Barry's John Coffey, who joined Justice John Paul Stevens' law firm in 1965, shares what it was like to watch Justice Stevens practice law, mentor younger lawyers and land a malfunctioning plane.

• Opinion

  NY Credit Card Securitization Class Action Misuses Madden

  

  In Cohen v. Capital One Funding in New York federal court, the plaintiffs' argument — that special purpose trusts charged and collected interest rates in excess of New York's usury limits — relies on a flawed understanding of the Second Circuit's decision in Madden v. Midland Funding, which was itself erroneous and harmful to credit markets, says Walter Zalenski of Buckley.

• A Look At SEC's New Auditor Independence Rule

  

  The U.S. Securities and Exchange Commission's recent amendments to the rules governing auditor independence standards will narrow substantially the entities that an auditor and funds must evaluate for purposes of assessing the auditor's independence, say attorneys at Proskauer.

• Answers To Key Legal Finance Ethics Questions

  

  While there is discussion in some quarters about new regulations on commercial legal finance, the hands-off approach taken by the majority of courts and legislatures is an implicit recognition that it is already sufficiently regulated, says Danielle Cutrona of Burford Capital.

• How The SEC Could Expand Access To Private Offerings

  

  The U.S. Securities and Exchange Commission is seeking public comment on whether the definition of an "accredited investor" should be expanded to increase access to private securities placements. The move may be a response to growing complaints that small investors are being shut out of these higher-return offerings, says David Stockton of Kilpatrick Townsend.

• Federal Agencies Need A Uniform Record-Keeping Process

  

  The administrative record is very important to federal agency litigation — as showcased in last month's U.S. Supreme Court decision concerning the addition of a citizenship question to the 2020 census — yet there is no set of consistent principles to guide agencies in compiling these official records, say attorneys at WilmerHale.

• What To Know About Pending Insider Trading Legislation

  

  Recently introduced in the U.S. House of Representatives, the Insider Trading Prohibition Act will represent a potentially significant clarification of U.S. insider trading laws if it proceeds further. And it could be viewed as extending criminal liability to “reckless” conduct, say attorneys at Cleary.

• Patchwork Of Broker Conduct Regs Complicates Compliance

  

  Until challenges to the U.S. Securities and Exchange Commission's newly adopted Regulation Best Interest play out in court, broker-dealers can reconcile conflicting state and federal standards of conduct by complying with the most restrictive applicable regulatory requirements, say Ghillaine Reid and Kurt Wolfe of Troutman Sanders.

• The Role Of Dictionaries In Last Term's High Court Decisions

  

  Since 32 of the 67 decisions issued by the U.S. Supreme Court during its October term cite dictionaries, it’s worth reviewing the opinions to learn which dictionaries the justices consulted and how they used them, say Bruce Wessel and Brian Weissenberg of Irell & Manella.

• How To Evaluate The Rise In Legal Employment

  

  Although the rate of employment for law school graduates — which had been falling steadily — saw a small increase over the last year, other factors, such as fewer graduates overall and potential future job growth stagnation, temper the good news for those pursuing law degrees, say Tiffane Cochran and Tyler Grimm of AccessLex Institute.

• How Proposed Law Could Affect SEC Disqualification Waivers

  

  Legislation introduced in Congress this month would reshape the U.S. Securities and Exchange Commission’s process for granting waivers to companies disqualified from certain financial activities by government enforcement actions, potentially injecting politics into the waiver process, and hamstringing authorities' ability to settle rather than litigate cases, say attorneys at Simpson Thacher.