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The purpose of this article is to examine the US Supreme Court’s much anticipated decision in Omnicare, Inc. v. Laborers Dist. Council Const. Indus. Pension Fund. In this 2015 case, the Supreme Court announced important principles for interpreting the application of the two bases for liability under Section 11 of the Securities Act of 1933 to statements of opinion expressed in registration statements filed with the Securities and Exchange Commission in connection with public securities offerings.

The article examines the Supreme Court’s articulation of the standards federal courts must apply under Section 11 to determine if opinion statements were untrue statements of a material fact or misleading because they omitted material facts necessary to make the statements of opinion not misleading. The paper identifies a number of the complexities involved in the Supreme Court’s approach and emphasizes the nuanced assessment of the facts surrounding opinion statements courts will be required to undertake by Omnicare.

The Omnicare decision has significant implications for the litigation of Section 11 claims challenging statements of opinion and for the preparation of registration statement disclosures. The Omnicare decision dramatically alters the standards for reviewing Section 11 claims premised on opinions long applied in a number of US federal appellate circuits. The decision is likely to result in more Section 11 claims based on supposedly misleading opinion statements, and potentially in a greater number of Section 11 claims that survive at least an initial motion to dismiss. Omnicare highlights the importance of including in registration statement disclosures meaningful cautionary statements identifying important facts that could cause actual outcomes to differ materially from views expressed in an opinion.

Expert guidance from experienced financial services lawyers.

The purpose of this paper is to investigate international variability in the pricing of accounting information using ex ante cost of equity capital estimates. Prior literature shows that financial statement amounts are relevant for investor decisions only when there is appropriate economic and legal infrastructure (Ball, 2001).

Accrual quality and accounting loss are focussed upon as indicators of firm risk in financial statements.

The evidence suggests that accounting information is factored into ex ante cost of equity capital in countries with strong economic and legal infrastructures but not in those with weak infrastructures. Findings support Ball’s notion that the role financial reporting plays in a capital market depends on the strength of economic and legal infrastructure.

Findings support Ball’s notion that the role financial reporting plays in a capital market depends on the strength of economic and legal infrastructure.

The purpose of this paper is to review the principal provisions of the Jumpstart Our Business Startups (JOBS) Act, which was enacted in April 2012 and represents significant legislative reform of securities regulation in the USA.

The paper examines the modified US securities regulatory regime introduced for initial public offerings and SEC reporting by a newly designated class of smaller securities issuers referred to as “emerging growth companies” and summarizes reforms to the regulation of capital‐raising transactions by small issuers and other companies that are intended to facilitate the creation of new jobs by easing regulatory burdens.

The JOBS Act should meet its objective of providing emerging growth companies, at reduced cost, with an orderly transition from a private existence with relatively few securities‐law concerns to a public one with numerous compliance obligations. Companies also will have greater opportunities to access capital through the availability of additional exemptions from Securities Act registration and the elimination of some restrictions on offering‐related communications with investors. The relaxation or elimination of long‐accepted methods for minimizing fraud and abuse in securities offerings, however, could result in a significant increase in investment scams and other wrongdoing.

The paper provides expert guidance from experienced financial services lawyers.

The purpose of this summary is to provide excerpts of selected Financial Industry Regulatory Authority (FINRA) Regulatory Notices and Disciplinary Actions issued from April to June 2009 and a sample of disciplinary actions during that period.

The paper provides excerpts from Regulatory Notice 09‐22, Personal Securities Transactions; 09‐25, Suitability and “Know Your Customer”; 09‐27, Member Public Offerings; 09‐30, Credit Default Swaps; 09‐34, Investment Company Securities; 09‐35, Municipal Securities.

Notice 09‐22: Sound supervisory practices require that a member firm monitor personal securities transactions outside of the firm by or for its associated persons. Notice 09‐25: Suitability obligations and know‐your customer obligations are critical to protecting investors. Notice 09‐27: The offering of securities by a member firm or a control entity of the firm in a private placement raises conflicts of interest and has been an area of regulatory concern in recent years. Notice 09‐30: Regulatory authorities are adopting measures to address system risk arising from credit default swaps (CDS), including risks to the financial system arising from the lack of a central clearing counterparty to clear and settle CDS; the SEC has approved a rule establishing an interim pilot program on margin requirements for CDS transactions. Notice 09‐34: As part of the process to develop a new consolidated rulebook, FINRA is requesting comment on a proposed rule regarding the distribution and sale of investment company securities. Notice 09‐35: FINRA recommends that firms engaged in municipal securities business review and, if necessary, modify their policies and procedures in light of changes to the Municipal Securities Rulemaking Board's (MSRB) Electronic Municipal Market Access system (EMMA) that take effect July 1, 2009, and changes to MSRB rules that went into effect June 1, 2009. FINRA also encourages firms to review the overall adequacy and effectiveness of their current policies and procedures for municipal securities activities generally, particularly those relating to the disclosure of material information, the suitability of recommendations to retail customers, and the general supervision of their municipal securities activities.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The FINRA staff is aware of this summary but has neither reviewed nor edited it. For further detail as well as other useful information, the reader should visit www.finra.org

The SEC has proposed rules governing offerings of asset‐backed securities (ABS) that will impose extensive new requirements for disclosure and periodic reporting, including substantial additional information regarding various parties involved in securitization transactions. When final rules are adopted, probably by the end of this year, ABS issuers will need to have the necessary information available to them to permit them to comply with the new rules. This article summarizes the proposed rules, with emphasis on provisions that have caused particular concern in the asset‐backed securities markets. The article suggests steps that ABS issuers and their counsel should take time now to ensure that they are in a position to comply with the new rules regarding disclosure and reporting about originators, servicers, credit enhancers, and others, so as to avoid finding themselves unable to securitize portfolio assets in a public offering.

To summarize changes to the communication, registration, and offering process under the Securities Act of 1933 as adopted by the Securities and Exchange Commission on June 29, 2005 – three changes that will modify and significantly enhance the communication, registration, and offering process under the Securities Act of 1933, which according to the Commission are intended to eliminate “unnecessary and outmoded restrictions” on registered offerings. This article highlights the key provisions contained in the new rule release that are likely to affect the conduct of registered offerings.

Discusses benefits of automatic shelf registration, new provisions that will liberalize written communications before and during registered securities offerings, new disclosure liability rules, a new “access equals delivery” model, a separate requirement that investors be notified that they have purchased securities in a registered offering, a provision that allows reporting issuers to incorporate by reference previously filed Exchange Act reports into a Securities Act registration statement, a slight expansion of safe harbors available for broker‐dealers to publish research that constitutes an offer around the time of a registered offering, and changes in Exchange Act report disclosure.

The Securities and Exchange Commission intends the new rules to make the make the communication, registration, and offering process under the Securities Act of 1933 more efficient and to eliminate unnecessary and outmoded restrictions on registered offerings.

A practical guide to the new communication, registration, and offering rules.

To introduce the Securities Law of the People's Republic of China (the “Securities Law 2019”) revised on 28 December 2019, and provide a detailed analysis on its key implications to the securities regulatory regime and market activities, especially securities issuance and trading activities in China.

This article starts from a historical overview of the Securities Law and its several revisions and amendments, highlights the notable core revisions in the Securities Law 2019, analyzes the key legal and regulatory impacts to the securities-related activities and market players, and finally, provides an outlook to the future developments of securities regulatory regime in conformity with the Securities Law 2019.

This article concludes that the revisions made to the Securities Law 2019 cover a broad range of issues including the issuance and trading of securities, acquisition of a listed company, information disclosure, securities registration and settlement, etc. Such revisions to the Securities Law will lead to far-reaching and profound implications on the securities regulatory system and industry practice in China.

The Securities Law 2019 attracts broad attention from securities market players as well as relevant professionals of the industry, including securities lawyers. As this is a novel and hot topic within the industry, it is important for securities lawyers to keep on track.

High-level guidance from experienced lawyers in the Capital Markets and Financial Regulation practices.

This paper analyzes the impact of increased federal regulatory enforcement from the SEC's Municipalities Continuing Disclosure Cooperation (MCDC) initiative on municipal debt issuers continuing disclosure practices.

We analyze the changes in continuing disclosure practices by estimating a series of difference-in-differences regressions based on variables representing issuers' changes in regulatory risk after the MCDC. The continuing disclosure data are hand-collected for 827 cities over a seven-year period.

The empirical findings indicate that increased regulatory enforcement has a significant impact on continuing disclosure compliance. We find increased enforcement has no impact on issuers that already have a higher probability of being monitored by federal regulators. We also find that an increase in continuing disclosure compliance does not automatically increase continuing disclosure timeliness.

The MCDC lacks monetary penalties for noncompliant bond issuers and no direct regulatory consequences exist for untimely disclosure. Our findings suggest that regulatory enforcement should be followed by adequate sanctions to emphasize the credibility of the enforcement threat and the SEC should consider requiring bond issuers to commit to the timely disclosure of significant information in offering documents.

This paper extends prior studies by analyzing regulatory risk in the market, and the ability of regulation to reduce disclosure compliance deficiencies in the municipal market. By focusing on the MCDC, this study is able to disentangle the impact of regulatory enforcement from the changes in accounting regulation.

The purpose of this summary is to provide excerpts of selected Financial Industry Regulatory Authority (FINRA) regulatory notices and disciplinary actions issued in July and August 2009 and a sample of disciplinary actions during that period.

The paper provides excerpts from FINRA Regulatory Notice 09‐42, Variable Life Settlement Transactions; 09‐49, Conflicts of Interest; 09‐52, Trade Reporting; and 09‐53, Non‐traditional ETFs.

(09‐42) FINRA is concerned about variable life settlements because they involved materially different factors and raise materially different issues than more widely held securities such as stocks or bonds. (09‐49) Rule 2720 prohibits a member firm with a conflict of interest from participating in a public offering, unless the nature of the conflict is prominently disclosed and certain other specific requirements are met. (09‐52) Effective January 11, 2010, firms that execute OTC trades in equity securities during the hours that a FINRA trade reporting facility is closed must report the trade within 15 minutes of the opening of the facility. (09‐53) Effective December 1, 2009, FINRA is implementing increased customer margin requirements for leveraged ETFs and uncovered options overlaying leveraged ETFs.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The FINRA staff are aware of this summary but have neither reviewed, nor edited it. For further detail as well as other useful information, the reader should visit www.finra.org.

This paper aims to critically examine the applicability of disclosure‐based regulation in a pre‐emerging securities market.

The paper presents, by using archival data, an analysis of prerequisites for the usefulness of the disclosure philosophy making reference to some Asian securities markets with special reference to the contemporary experiences of the Bangladesh securities market.

The paper concludes that the disclosure philosophy itself is not a panacea, an effective disclosure regime requires a certain level of structural and infrastructural development of the market, and that a particular securities market should follow a paternalistic merit regulation until the attainment of that progress.

This paper contributes to the understanding of effectiveness of the disclosure philosophy for the regulation of securities markets from the perspective of investor protection.