McGuireWoods' SEC practice group provides an informative meeting with updates on enforcement and transactional matters, case law, the work product doctrine, and other changes in the securities regulatory environment. The August meeting topics and speakers are as follows:
Morrison v. National Bank of Australia
Kurt E. Wolfe
On June 24, 2010, the United States Supreme Court in Morrison v. National Bank of Australia held that the antifraud provisions of the U.S. securities laws do not extend to so-called “foreign-cubed” litigation – matters in which foreign investors who purchased shares of foreign companies on foreign exchanges seek to bring securities fraud claims in United States courts. The landmark decision overturns considerable jurisprudence on the extraterritorial application of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, promulgated thereunder. We will take a look at the Court’s decision, and the implications for securities litigation in the United States.
The SEC’s $550 million Settlement with Goldman Sachs
David H. Pankey
A brief discussion regarding the $550 million settlement of the SEC's charges against Goldman Sachs, the nature of the allegations, and the significant terms of the settlement.
The Work Product Doctrine
Thomas E. Spahn
A brief discussion regarding a recent D.C. Circuit Court case that: (1) took an expansive view of the work product doctrine as applied to documents prepared by a company and its outside auditors relating to possible IRS litigation; and (2) held that a company did not waive the work product protection by sharing work product with its outside auditor.
The Use of Credit Ratings in Offering Documents after Dodd-Frank
Elizabeth G. Wren
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 contains a provision that repeals Rule 436(g) under the Securities Act of 1933. Rule 436(g) had exempted credit rating agencies from being treated as experts for securities law liability purposes. We will discuss the use of credit ratings in offering documents in light of this change.
Christopher M. Cutler
An explanation of the history of the PCAOB constitutional case, the Supreme Court's decision, and the impact of the decision going forward.
Moderated by David H. Pankey, McGuireWoods Partner and SEC practice chair.