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SEC Reporting, Enforcement & Legislative Update

April 14, 2010

On April 14, 2010, McGuireWoods' SEC practice group lawyers provided updates on case law, SEC developments and legislative proposals relating to the securities regulatory environment. Moderated by SEC practice chair David H. Pankey, the session covered:

  • A brief reminder regarding the Division of Corporation Finance’s online request form for interpretive advice and other assistance.
    Karl M. Strait, Richmond
  • A discussion of NACCO Industries, Inc. v. Applica Incorporated in which the Delaware Chancery Court refused to dismiss a state law claim based on disclosures in Schedule 13D filings.
    Jaileah Xan Huddleston, Charlotte
  • A discussion of the U.S. Court of Appeals for the 1st Circuit, sitting en banc, ruling under Rule 10b-5(b) concerning "implied" statements in prospectuses. By rejecting the SEC's "implied statement theory," the court declined to permit private litigants to bring suit against securities professionals that aid and abet the statements of others. Though hailed by some as a "major victory," the decision is criticized by others for failing to clarify the appropriate standard for distinguishing between primary and secondary liability.
    Kurt E. Wolfe, Washington, D.C.
  • A brief overview of the requirements of Rule 12h-3 under the Exchange Act to suspend reporting obligations under Exchange Act Section 15(d), and a review of the new staff guidance regarding certain limited situations where an issuer will no longer have to obtain a no-action letter in order to rely on Rule 12h-3.
    Anne Team Kelly, Charlotte
  • An update on financial services reform legislation, including major issues, congressional process, and the likelihood of passage and enactment.
    Terry L. Haines, Washington, D.C.

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