Articles Tagged with United States Securities and Exchange Commission

The Securities and Exchange Commission (SEC) recently announced a series of enforcement actions centered on several of the largest broker-dealers in the financial sector. The enforcement actions addressed longstanding failures of the firms and their employees to preserve certain electronic communications. The 15 broker-dealers, and one affiliated investment adviser, admitted to the facts as stated, acknowledged their actions violated the securities laws, and agreed to pay a combined $1.1 billion in penalties.

Under the various securities rules, including recordkeeping provisions, broker-dealers and investment advisers are required to maintain and preserve electronic communications of business-related matters. Regulators expect that the written policies and procedures address this requirement and set forth a framework for the firm and firm employee’s compliance with the policies and procedures. To meet the regulatory expectations, firms traditionally have set out parameters for both internal and external communications and prohibited communications outside of those parameters. The goal of this method is to limit the forms of communications to those that the firm can monitor and preserve.

Continue reading ›

This can be a crucial question.  U.S. Securities laws are manageable with guidance from an experienced U. S. Securities lawyer, but if you are involved in a transaction and do not realize it is subject to the U. S. Securities laws, you are headed for big trouble.

Recent Cases Provide Insight Into Applicability of United States Securities Laws to International Transactions

In recent years, the question of when the United States’ securities laws may apply to international transactions has been a prominent topic for various United States courts.  Until a few years ago, questions of whether United States Securities laws apply to international transactions were primarily determined by two tests:

(1) the “effects test,” which asked whether any wrongful conduct, like fraud, had a substantial effect in the United States or upon United States citizens; and

(2) the “conduct test,” which asked whether the wrongful conduct had taken place in the United States.

In 2010, however, the Supreme Court of the United States propounded entirely new methodology for determining whether United States Securities laws are applicable to international transactions in Morrison v. National Australia Bank Ltd.[1] Continue reading ›

Contact Information