Securities Litigation and Regulatory Enforcement
Webinars and Podcasts

The S.E.C. is Serious About Continuing Disclosure: What Issuers, Obligors and Underwriters Need to Know About the New Self-Reporting Initiative

The S.E.C. in 2013 for the first time brought enforcement actions arising from violations of continuing disclosure obligations pursuant to S.E.C. Rule 15c2-12. They followed this with an announcement in March, 2014 of a voluntary program called the Municipalities Continuing Disclosure Cooperation Initiative (the "MCDC Initiative") to encourage governmental issuers, conduit or other obligors and underwriters to "self-report" to the S.E.C. instances in the past five years where failure to comply in a material respect with continuing disclosure undertakings was not properly disclosed in an official statement.

Every issuer, obligor or underwriter which has issued, been an obligated person for or underwritten bonds in the past five years needs to understand what the S.E.C. is doing in its enforcement program, what the MCDC Initiative offers, and what steps they should take to minimize any S.E.C. actions against them in the future.  [70 min]

Topics covered:

  • S.E.C. Enforcement Actions based on continuing disclosure failures – West Clark Community Schools and City Securities Corporation
  • How the MCDC Initiative Will Work
  • Factors for Issuers and Obligors to Consider in Response to the MCDC Initiative
  • Factors for Underwriters to Consider in Response to the MCDC Initiative
  • Best Practices for Continuing Disclosure Compliance

Download The S.E.C. is Serious About Continuing Disclosure


July 1st will be here sooner than you think: Have you analyzed the Municipal Advisor Rule to see how it affects you?

The Dodd-Frank Wall Street Reform and Consumer Protection Act amended Section 15B of the Securities Exchange Act of 1934 to add a new requirement that "municipal advisors" register with the Securities and Exchange Commission ("Commission" or "SEC"). On September 20, 2013, the Commission adopted final rules for municipal advisor registration (the "Municipal Advisor Rule"), which, among other things, interpret the statutory definition of the term "municipal advisor" to include much of what underwriters used to do, especially prior to formal engagement.

In order to provide guidance on certain aspects of the Municipal Advisor Rule, the SEC responded on January 10, 2014 to a set of frequently asked questions posed by the municipal finance industry (the “FAQs”). On January 13, 2014, the Commission extended the effective date of the Municipal Advisor Rule until July 1, 2014 to give bankers, advisors and issuers more time to digest this rule and the guidance. 
[56 min]

Topics covered:

  • Overview of the Municipal Advisor Rule
  • Discussion of exemptions and FAQs
  • Talking points for underwriters and issuers
    • What can bankers say to issuers?
    • What new protocols and documentation can issuers expect to receive from bankers?
    • Development and implementation of policies and procedures now -- Be Prepared!

Download July 1st will be here sooner than you think


M&A Transactions: Pitfalls for Directors

Panelist: Mike Torpey, Chair, Orrick Securities Litigation & Regulatory Enforcement Practice Group

M&A activity is on the rise, and recent decisions by the Delaware Chancery Court make the stakes for directors higher than ever. The businesspersons and lawyers on this panel will offer their insights about the life-cycle of a current M&A transaction from initial market check to consummation and then follow-up litigation, pointing out the all-too-frequent pitfalls for directors. Sponsored by The Silicon Valley National Association of Corporate Directors. [3 min]

Watch M&A Transactions: Pitfalls for Directors
 

The Impact of Sarbanes Oxley on Securities Litigation, and the Rising Tide of Derivative

Actions Bob Varian is one of the few attorneys in the United States who has successfully tried securities class actions to verdict. In this podcast, he comments on changes corporate defendants can expect to see in the landscape of private securities litigation in the United States. [4 min]

Download The Impact of Sarbanes Oxley on Securities Litigation, and the Rising Tide of Derivative Actions


The Supreme Court's Decision Regarding Securities Fraud Pleading Standards

Michael Tu, who represents companies and their directors and officers in securities class action litigation, comments in this podcast upon the significance of the Supreme Court's decision regarding securities fraud pleading standards in Tellabs v. Makor.
[8 min]

Download The Supreme Court's Decision Regarding Securities Fraud Pleading Standards


Subprime Mortgage Issues in Securities Litigation

In this podcast, Michael Tu comments upon the recent development of subprime mortgage issues in securities litigation. [10 min]

Download Subprime Mortgage Issues in Securities Litigation

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