Category: Securities

D.C. Circuit grants petition for panel rehearing of conflict minerals case

by Cydney Posner The D.C. Circuit court of Appeals has granted the petitions of the SEC and Amnesty International for panel rehearing (and the motion of Amnesty to file a supplemental brief) in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. (The Court also ordered that […]

Another twist on restrictive bylaw provisions: minimum support thresholds

by Cydney Posner In this article, Reuters discusses yet another creative permutation on restrictive bylaw provisions — requiring that plaintiffs in certain shareholder litigation provide consents to the litigation from shareholders holding shares in excess of a minimum threshold. The problem the bylaw seeks to address is that shareholder litigation is […]

New version of conflict minerals reporting template now available

by Cydney Posner The Conflict-Free Sourcing Initiative (CFSI) has now made available a new version of the conflict minerals reporting template (CMRT) that has become the standard tool for gathering information from suppliers on conflict minerals  The new template can be downloaded for free.  The template is designed to help […]

Expecting SEC comments on your conflict minerals filing? Don’t hold your breath.

by Cydney Posner Waiting for those helpful and informative SEC comments on your — or even better, other companies’ — Form SD conflict minerals filings? Fuggedaboutit. At today’s PLI Securities Regulation Institute, Shelley Parratt, Corp Fin Deputy Director, Disclosure Operations, confirmed that, while Corp Fin is “assessing” this year’s conflict […]

More “broken windows” enforcement from the SEC?

by Cydney Posner Yesterday, the SEC announced that it had sanctioned ten companies (generally, smaller reporting companies traded on OTC Link) for failing to make required Form 8-K disclosures related to financings and unregistered stock sales. Individual penalties were either $25,000 or $50,000, being paid to the SEC in installments.

SCOTUS hears Omnicare: when can a statement of opinion be actionable as a “false statement of material fact”?

by Cydney Posner Yesterday, SCOTUS heard oral argument  in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The case seeks to answer this question: when can a statement of opinion be actionable as a “false statement of material fact”?  That is, for purposes of Section 11, a “strict […]

Study shows whistleblower complaints lead to increased penalties and likelihood of enforcement

by Cydney Posner An academic study, first reported by the WSJ, concludes that, in regulatory enforcement actions brought by the SEC and DOJ alleging financial misrepresentation, employee whistleblowers have a consequential impact on regulatory outcomes, increasing the size of penalties, length of prison sentences and duration of the actions. In addition, […]