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July 2013


From the editors of CCH Federal Securities Law Reporter, CCH Blue Sky Law Reporter and the securities publications of Aspen Publishers, this update describes important developments covered in these publications, as well as timely topics of interest generally to federal and state securities practitioners. This update includes a preview of IPO Vital Signs, an advanced IPO research analysis tool, for IPO professionals and pre-IPO companies and a preview of RBsource, a new all-in-one online securities law resource, powered by the Securities Redbook. Finally, please see the “Hot Topic of the Month,” for research tips and references to CCH and Aspen source material on point.

 To view past issues of the Securities Update, please visit

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Securities Regulation Daily

The law changes every day. The tools you use need to change with it. Introducing Wolters Kluwer Securities Regulation Daily — a daily news service created by attorneys for attorneys — providing same-day coverage of breaking news and developments for federal and state securities — including the latest securities-related rulemaking, no-action letters, SEC staff comment letters, updates on litigation, and a wealth of other SEC activity, plus a complete report of the daily securities law news that affects your world.

Securities Regulation Daily subscribers get special copyright permissions to forward information to colleagues or clients; the option to customize your daily email by topic and/or jurisdiction; the ability to receive breaking news email alerts; time-saving mobile apps for iPhone®, iPad®, BlackBerry®, or Android®; access to all links to cases and other referenced primary source content without being prompted for user name and password; and a searchable archival database.


Financial Reform Resources



CCH Federal Securities Law Reporter

SSEC Proposes to Revamp Money Market Funds. The SEC has unanimously proposed a draft of new money market mutual fund (MMMF) rules aimed at taming run risks. The proposal comes just months after the Financial Stability Oversight Council (FSOC) pressured the SEC to act by issuing its own recommendations. The proposal offers two alternatives: (1) float net asset values (NAVs) for institutional prime MMMFs, but exempt equivalent retail and government funds; and/or (2) permit MMMF boards to impose liquidity fees and temporary redemption gates.

The proposal specifically asks for public comment on whether the SEC should combine the two alternatives. According to the proposing release, a combined rule that requires floating NAVs for some MMMFs and allowing for fees and gates would give funds the largest possible emergency toolkit to minimize losses during crises and may best assure the equitable treatment of fund shareholders. The proposal also includes amendments requiring investment advisers to certain unregistered liquidity funds, which can resemble money market funds, to provide additional information about those funds to the SEC.

SEC Chairman Mary Jo White said in her opening remarks that the proposal seeks to reduce the likelihood of runs on MMMFs during times of economic stress. She noted that these funds hold $3 trillion in assets and that one MMMF failed despite extraordinary government assistance during the 2008 financial crisis.

Chairman White observed that the SEC has consistently viewed the 2010 reforms as a “first step” and that today’s proposal takes the next step in further reforming MMMFs. “These proposals are important in and of themselves and because they advance the public debate that will shape the final rules to address one of the most prominent events arising from the financial crisis,” said Ms. White. Release No. 33-9408 is reported at ¶80,310.

Knowledge of Wrongdoing Not Required for Section 11 Claims. A Sixth Circuit panel held that it was inappropriate for a district court to require plaintiffs to plead knowledge in connection with their Section 11 claim. Securities Act Section 11 provides for strict liability and does not require a plaintiff to plead a defendant’s state of mind.

The complaint alleged that a provider of pharmaceutical care services, Omnicare, Inc., and several of its officers and directors had engaged in a fraudulent scheme that artificially inflated the company’s stock price. The Section 11 claim was based on alleged violations resulting from a kickback scheme involving the submission of false claims to Medicare and Medicaid. The investors alleged that Omnicare made statements regarding its compliance with the law and business practices that made its registration statement false and misleading. The complaint alleged further that Omnicare failed to comply with GAAP to the extent that its financial statements substantially overstated its revenue.

The District Court for the Eastern District of Kentucky dismissed the claim, finding, among other conclusions, that the investors had failed to plead loss causation. The Sixth Circuit then determined that the district court had erred by requiring the investors to plead loss causation in order to state their Section 11 claim. On remand, the complaint was again dismissed after the district court concluded that the claim sounded in fraud. The district court also held that the investors were required, but failed, to plead knowledge of falsity on the part of the defendants.

On appeal, the investors argued that Section 11 provides for strict liability and that it was inappropriate for the district court to require them to plead knowledge. The panel agreed. Section 11 provides for the imposition of liability if a registration statement contains an untrue statement of a material fact or omission and does not require a plaintiff to plead a defendant’s state of mind.

Omnicare argued that there are parallels between the Exchange Act’s antifraud provisions and Section 11. Statements regarding legal compliance are considered to be "soft information" that are generally not required to be disclosed, the panel noted. A defendant that is completely silent regarding soft information cannot be held liable for an omission.

In this case, however, Omnicare disclosed some "soft information" on legal compliance, and these statements were addressed by the panel in an earlier decision on the complaint’s Exchange Act fraud claims. In the earlier decision, the panel concluded that plaintiffs in Section 10(b) and Rule 10b-5 cases are required to adequately plead that the defendants knew the statements were false when made but that the investors here had failed to do so. The panel based its reasoning on decisions from other circuits stating that "soft information" becomes "hard facts" when knowledge of falsity is shown, and the duty to disclose and liability for false information attaches.

Omnicare argued that the same reasoning should apply under Section 11, but the panel disagreed. According to the panel, Section 11 provides for strict liability, and "once a false statement has been made, a defendant’s knowledge is not relevant to a strict liability claim." The framing of the issue as a disclosure requirement was irrelevant, the panel continued: "if the defendant discloses information that includes a material misstatement, that is sufficient."
The panel then declined to follow Second and Ninth Circuit cases that impose a knowledge-of-falsity requirement upon Section 11 claims. These cases, the panel wrote, were a stretch of the Supreme Court’s holding in Virginia Bankshares, Inc. v. Sandberg. Virginia Bankshares, the panel explained, discussed the requirement to plead objective falsity in order to state a claim in the context of Section 14(a) and did not address knowledge of falsity. This decision, the panel stated, has very limited application to Section 11, which already creates strict liability.

Turning to the GAAP claims, the panel found that the district court again erred in requiring the investors to plead knowledge of falsity. The GAAP allegations concerned hard information, the panel said, and would not require pleading knowledge of falsity "under any standard." The investors, however, failed to plead the GAAP claims with the required particularity under Rule 9(b). The details of the accounting violations were unclear, the panel concluded.
The panel reversed the district court with regard to the legal-compliance claims and remanded for proceedings consistent with its opinion. The district court’s dismissal of the GAAP-based claims was affirmed. Indiana State District Council of Laborers and Hod Carriers Pension and Welfare Fund v. Omnicare, Inc. (6thCir) is reported at ¶97,502.

Whistleblower Retaliation Claim Need Not Relate to Shareholder Fraud. A Tenth Circuit Court of Appeals panel has held that the Sarbanes-Oxley Act's whistleblower protection provision, Section 806, does not require an employee's complaint to specifically relate to shareholder fraud to be actionable. The court upheld a decision of the Department of Labor's Administrative Review Board (ARB) in favor of an employee who reported that she was constructively fired for reporting that wire fraud was committed by her supervisor at Lockheed Martin Corporation as part of a U.S. military pen pal program run by the company.

The Communications Director for Lockheed (employee), who reported to the Vice President of Communications (Vice President), said that she was told in May 2006 by a colleague who ran a pen pal program for soldiers deployed in Iraq that the Vice President had developed inappropriate relationships with several soldiers. The Vice President sent them gifts, including a laptop computer for one soldier, and incurred other expenses that the employee believed were billed back to the government. The employee reported the Vice President's activities to the company's ethics director anonymously, the pen pal program was terminated, and the Vice President changed positions within the company. The Vice President then began to treat the employee unfairly, and the employee's career at Lockheed suffered. She was threatened with a layoff and discouraged from applying for another position, and her office was taken away, culminating in a medical leave brought on by an emotional breakdown.

In January 2008 the employee filed a complaint with the Occupational Safety and Health Administration (OSHA) alleging constructive discharge and violations of Sarbanes-Oxley. OSHA denied her complaint, but on an appeal an Administrative Law Judge (ALJ) found in her favor and awarded her reinstatement, back pay, medical expenses, and $75,000 in compensatory damages. The ARB affirmed the ALJ's judgment, and Lockheed appealed the decision to the Tenth Circuit.

To establish a violation of Sarbanes-Oxley Section 806, an employee must prove by a preponderance of the evidence that: (1) he or she engaged in a protected activity; (2) the employer knew that he or she engaged in the protected activity; (3) he or she suffered an unfavorable personnel action; and (4) the protected activity was a contributing factor in the unfavorable action.

Lockheed argued that the fact that the employee's complaint did not relate to shareholder fraud was fatal to her claim, but the Tenth Circuit disagreed, holding that the violation reported by the employee does not have to relate to shareholder fraud. “Congress could have accomplished the more limited purpose attributed to it by Lockheed by limiting whistleblower protection under Sarbanes-Oxley only to an employee who reports conduct ‘the employee reasonably believes constitutes a violation of any provision of Federal law relating to fraud against shareholders,’” Judge Murphy wrote. Because Congress did not write the statute in that way, the proper interpretation of Section 806 is that a claimant need not also establish that the reported violations relate to fraud against shareholders to be protected from retaliation.

Lockheed's interpretation of the statute was also inconsistent with the Department of Labor's Administrative Review Board interpretation, the court said. The ARB's interpretation was a permissible construction of the statute, the court held, and the court “affords deference” to the interpretation of the agency charged with its enforcement under Chevron.

The court found that the employee reasonably believed that the expenses incurred by the Vice President as part of the pen pal program were billed back to the government and that she thought this was fraudulent. The ALJ found, credibly, according to the Tenth Circuit, that the employee communicated a reasonable belief that the Vice President was committing wire fraud by diverting company funds for her personal use, and Lockheed did not sufficiently establish that the court should “take the extraordinary step of disturbing that credibility determination.” The lack of evidence that the Vice President acted with specific intent to defraud was also not essential to the claim, according to the court. Intent could be inferred from the fact that the Vice President converted company money for her own use.

Lockheed also challenged the ARB's decision that the employee suffered a constructive discharge, arguing that the record did not sufficiently establish that the employee was constructively discharged, the ALJ applied the wrong legal standard to the claim, and the ARB incorporated the mistake in its final order. The court rejected these arguments, finding that the ALJ's opinion recited the correct legal standard and set forth numerous facts indicative of constructive discharge, properly concluding that “a reasonable person such as Complainant would see resignation as her only option under these circumstances.”

The court also found that the employee sufficiently established that her protected activity was a contributing factor in her firing, noting that this element of a whistleblower claim under Sarbanes-Oxley Section 806 is “broad and forgiving.” The adverse actions experienced by the employee began shortly after conclusion of the investigation against the Vice President, the court said, and after the employee revealed to the Vice President that she “may have shared some information” about her activities. The ARB's conclusion that the protected activities were a cause of her termination was therefore not arbitrary, capricious, an abuse of discretion, or otherwise inconsistent with the law.

The court remanded the decision back to the ARB to determine the proper remedy. Lockheed Martin Corporation v. Administrative Review Board, U.S. Department of Labor (10thCir) is reported at ¶97,515.

CCH Blue Sky Law Reporter  

California Updates Ombudsperson Procedure Applicants Follow to Dispute How Administrative Regulations are Applied to Their Applications. The regulatory ombudsperson procedure applicants follow to dispute how administrative regulations are applied to their licensing, registration or permit applications was updated by the California Department of Corporations. Applicants who disagree with how a regulation is being applied to their application may initiate the regulatory ombudsperson procedure, however, only after first attempting to resolve the matter with the reviewing staff; second, if unsuccessful with the first resolution method, raising the issue with the reviewing staff member’s supervisor; and third, if unsuccessful with the second resolution method, presenting the complaint to the Deputy Commissioner for the Division responsible for the application’s approval. ¶12,669.

Iowa Proposes Investment Adviser Rule Changes. The Iowa Securities Bureau proposed new investment adviser rules, along with amendments to existing investment adviser, investment adviser representative and federal covered investment adviser rules. The proposals would affect application/notice filing requirements, books and records provisions, brochure disclosures, contracts, custody, financial reporting, net worth/bonding, private fund advisers, and unethical practices. Other proposals would amend broker-dealer/agent unethical practice provisions and agent written exam requirements; deny an agent’s or investment adviser representative’s application or registration for failure to pay a state debt; modify the audit/inspections costs for broker-dealers and investment adviser subject to Bureau examinations; add recognized securities manuals for the nonissuer transaction exemption in outstanding securities; and clarify the nonprofit securities exemption’s effectiveness. ¶25,401 through ¶25,489.

TIC Investors Failed to State Claim Against Investment Bankers for Materially Aiding Fraud. The California Court of Appeal has held that purchasers of tenant in common (TIC) interests in a senior housing facility failed to state a claim under the California Corporations Code against investment bankers who had structured joint ventures between the facility's promoter and various lenders. The plaintiffs alleged that the investment bankers had materially aided in securities fraud because the investment bankers knew that the promoter had failed to disclose to the lenders that its sole owner was a convicted felon and had concealed the existence of a second loan that grossly overleveraged the property. The investors also alleged that the defendants knew that the promoter intended to conceal the owner’s criminal background from the investing public, including the plaintiffs.

The Court of Appeal observed, however, that the plain language of Corporations Code Section 25504.1 makes clear that a person must have materially assisted in the securities law violation in order to be jointly and severally liable for a primary violator's sales of securities by means of misrepresentations or omissions of material fact. The court found that the complaint contained no allegations that the investment bankers had any involvement in selling or offering to sell the TICs by false and misleading statements in the private placement memorandum or any other documents relied upon by the investors. Moreover, the investment bankers were not alleged to have had any communications whatsoever with the investors, much less to have made false or misleading statements to them. Accordingly, the investors failed to state a cause of action under the Corporations Code. AREI Cases II is reported at ¶75,035.

Aspen Federal Securities Publications  

The Regulation of Corporate Disclosure, Third Edition, by J. Robert Brown, Jr. The latest release, 2013-2 Supplement, is available online. This complete and up-to-date handbook on the issue of corporate disclosure covers the impact of the federal securities laws on both informal communications and the process of communicating with shareholders. The 2013-2 Supplement includes case law updates in Chapter 1; further updates in Chapter 2 on the regulatory environment for corporate disclosures, including a new subsection on the “unbundling rule,” which requires companies to submit matters for shareholder actions separately; further refines the Chapter 2B discussion of the use of disclosure by the SEC in the area of corporate governance, including a subsection on risk committees; completely revises Chapter 8, Dealing with Analysts, including a new subsection on analyst communications, research reports, and emerging growth companies; and completely revises Chapter 11A, The Board of Directors, Audit Committees, and Public Accounting Firms, including discussion of relevant implications for emerging growth companies and a new subsection on communications with the audit committee that includes discussion of Auditing Standard No. 16 and employee communications with the audit committee.

Securities Litigation Under the PSLRA by Michael A. Perino. Release #24 is now available online. This publication analyzes litigation under the Private Securities Litigation Reform Act (Reform Act or PSLRA). Since passage of the Act, courts have struggled to interpret its various provisions and have attempted to reconcile legislative history that often seems internally inconsistent or at odds with the statutory text. The story of litigation under the PSLRA is also the story of how attorneys have adapted their litigation strategies in innovative and surprising ways to deal with the statute's procedural changes. Indeed, one of those adaptations—a shift of litigation from federal to state courts as a means of evading the PSLRA—prompted Congress to pass the Securities Litigation Uniform Standards Act of 1998 (SLUSA). Release #24 provides essential new information about the latest legal developments, including: a recent Supreme Court case, Amgen Inc. v. Connecticut Retirement Plans and Trust Funds, in which the Court discusses the pros and cons of private securities-fraud litigation (see Chapter 1); recent cases from various circuits on issues including the heightened pleading standard under the PSLRA, the specificity requirement for allegedly false and misleading statements, and the strong inference standard (see Chapter 3); and recent decisions on when SLUSA applies, forcing litigation into federal court by preempting state court class actions involving nationally traded securities and giving federal courts the power to stay proceedings in parallel state court actions (see Chapter 11).

Corporate Legal Compliance Handbook, Second Edition, Edited by Theodore L. Banks, Frederick Z. Banks. The 2013-2 supplement is now available online. In this publication, leading experts on key compliance subjects share their expertise to enable attorneys—both in-house and outside the corporation—to develop an effective compliance programs for the companies they advise. The latest update includes discussion of a wide variety of subjects: discussion of the anti-retaliation provisions of Dodd-Frank that will protect an employee who reports a “reasonable belief” of a “possible violation” (see § 3.09[A]); how to use compliance liaisons to help spread the compliance program without a budget increase (see § 6.03[A]); review of how the DOJ and SEC expect a company to use risk assessment as it designs its FCPA compliance program (see § 7.01); discussion of the need for a compliance program if any of the company’s products use “conflict minerals” (see § 10.06[B]); discussion of the California Transparency in Supply Chains Act (see § 10.06[C]); whether it will it be an FCPA violation to try to get an expedited building permit? (see § 14.04); discussion of the  eight key steps in setting up any compliance program? (see Chapter 18); discussion of how discovering and self-reporting a violation of settlement terms will not protect a company from penalties (see § 25.01); review of the guidelines for the selection of a monitor to oversee a settlement agreement? (see § 25.02); discussion of what the FTC looks at to determine if an ad is misleading? (see § 27.01); discussion of how Federal environmental and food safety laws have their own whistleblower protection provisions (see §§ 40.03, 41.01); and a completely revised chapter on data privacy compliance and security (see § 51.01).

Corporate Financial Disclosure Answer Book, by Steven Mark Levy. The 2013 Supplement is now available online. Federal law requires public companies to disclose financial and other information in accordance with strict standards, including thousands of SEC, FASB, PCAOB, and stock exchange pronouncements. Disclosure must be in a prospectus, as well as in annual and quarterly reports and proxy statements filed with the SEC. Corporate Financial Disclosure Answer Book is your guide to this vital subject. The convenient Q&A format is ideal for beginners seeking a general understanding of a topic, as well as seasoned professionals grappling with critical issues. The 2013 Supplement provides three new sections covering SEC discipline of stock exchanges (Chapter 21), NYSE listing standards governing compensation committees and compensation advisers (Chapter 22), and Nasdaq listing standards governing compensation committees and compensation advisers (Chapter 23). It also updates and expands coverage of a wide range of other timely topics. Highlights include: How are restrictions on public offerings less stringent for “seasoned issuers” (Q 1:26); What key reforms were introduced by the Jumpstart Our Business Startups Act (JOBS Act) (Q 1:35.5); What is the purpose and importance of auditor skepticism (Q 3:4.2);  What is the significance of an emphasis paragraph in the audit report (Q 3:17.3); Has XBRL-tagged data in financial statements proved useful to investors and analysts (Q 5:65); What is management’s responsibility for establishing adequate internal control over financial reporting (Sarbanes-Oxley § 404) (Q 11:1); What reduced executive compensation disclosure applies to emerging growth companies (Q 12:5.10); Are emerging growth companies subject to say-on-pay requirements (Q 12:81.5); What are dark pools (Q 21:9.5); What regulatory provisions establish compensation committee and compensation adviser requirements for NYSE-listed companies (Q 22:22.15); Are smaller reporting companies exempt from Nasdaq compensation committee requirements (Q 23:20); What rules establish procedures for determining whether a proposed PCAOB rule should be disapproved (Q 24:45.5); To what extent does the privilege in Sarbanes-Oxley § 105(b)(5)(A) shield PCAOB inspection-related material from civil discovery (Q 26:30.5); and What are key requirements of new PCAOB Auditing Standard No. 16 regarding auditor communications with audit committees (Q 27:17.15).


IPO Vital Signs

IPO Vital Signs, an advanced IPO research analysis tool, assists IPO professionals and pre-IPO companies satisfy their most challenging research needs and answers hundreds of mission critical questions for all the players in the IPO process. IPO Vital Signs’ tabular data analyses focus on issues surrounding client advisement, deal negotiation, and prospectus disclosure.

IPO Week in Review, a weekly e-newsletter to keep professionals up to date with recent filing and going public activity, is an important element of the IPO Vital Signs system or is available by separate subscription. Coverage includes a monthly feature article on recent trends in going public in the U.S.

To see how an IPO Vital Sign works click on the Vital Sign title below:


#175 - IPO Lead Managers
Review First Half 2013 IPO lead managers by...

  • Investment Bank
  • IPOs
    • Count
    • Percentage of Total
  • IPO Offering Amount
    • Aggregate
    • Percentage of Total
  • IPO Discount
    • Aggregate
    • Percentage of Total


Tip! Click on For the period at the top of the table to open a calendar function and use the drop down boxes to select a date range, then click the [REFRESH] button to update the Vital Sign table of data.  Click column headings to re-sort the table’s data. 



A new research tool powered by the Securities Redbook (Securities Act Handbook), RBsource offers you securities laws, rules, regulations and forms together with related SEC guidance and interpretations. With RBsource, you will have SEC guidance related to a specific law, regulation or rule at your fingertips without the need of further searching or browsing. RBsource uniquely associates related content, going beyond the limits of standard searching making research more streamlined and productive. This intuitive research tool will drastically reduce your research time and provide the unparalleled confidence expected from the trusted Securities Act Handbook.

SEC Rulemaking Activity

  • 33-9408 — Money Market Fund Reform; Amendments to Form PF (June 5, 2013).

The SEC proposed to overhaul Investment Company Act Rule 2a-7 and related rules and forms to better protect money market fund investors against run risks during times of economic stress. The SEC offered three options: floating NAVs, liquidity fees and gates, or a combination of these features.

The Road Ahead

Upcoming rulemaking activity will continue to reshape the securities regulation landscape. The item below is an example of expected near-term regulatory action. The SEC’s schedule is subject to change at any time. RBsource includes daily updates to securities regulations affected by final Commission action.

The Senate heard from President Obama’s SEC nominees on June 27, 2013. Michael Sean Piwowar and Kara Marlene Stein testified at their confirmation hearing about a range of topics. Mr. Piwowar and Ms. Stein would replace Commissioners Elisse B. Walter and Troy A. Paredes, whose terms have expired. The full Senate has not yet scheduled a confirmation vote.


Hot Topic of the Month

This month's hot topic is the Foreign Corrupt Practices Act ("FCPA"). Exchange Act Section 30A, which was added to the Exchange Act by the Foreign Corrupt Practices Act of 1977, establishes prohibitions with respect to certain foreign corrupt practices. Issuers having a class of securities registered under Section 12 of the Exchange Act or subject to Exchange Act reporting under Section 15(d), the officers, directors, employees and agents of such an issuer, and stockholders acting on behalf of such an issuer are subject to the prohibitions of Section 30A. The Act makes it unlawful for issuers and other persons to corruptly use interstate means, i.e., the mails or a means or instrumentality of interstate commerce, "in furtherance of" an offer, payment, promise to pay or authorization for the payment of money to certain foreign entities for described purposes. The law is applicable not only where money is being paid, but also in the case of the giving of anything of value.

The offer, promise, or payment of money is prohibited if made to a foreign official or a foreign political party, an official thereof, or a candidate for foreign political office and there is a purpose of seeking the use of influence in order to assist the issuer in obtaining or retaining business for or with a person, or directing business to a person. The term "foreign official" refers to any officer or employee of a foreign government, or any department, agency, or instrumentality thereof; it refers to any person acting in an official capacity for or on behalf of any such person or entity.

Lawfulness of the payment, gift, offer or promise under the written law and regulations of the foreign country is an affirmative defense. An affirmative defense is also available for reasonable and bona fide expenditures incurred in activities such as the promotion, demonstration or explanation of products or services or the execution or performance of a contract with a foreign government or agency. Issuers who violate Section 30A can be fined up to $2 million. Officers, directors, stockholders acting on an issuer's behalf, and employees and agents of an issuer may be fined up to $100,000, imprisoned for up to five years, or both.

We publish related information in a wide range of resources (e.g., Federal Securities Law Reporter, SEC Today, etc.), and document types (laws, regulations, releases, newsletter articles, treatise discussion, Insights – Amy L. Goodman, etc.). For example:

  • Federal Securities Law Reporter
    • Exchange Act Section 30A at ¶26,625
    • Exchange Act Section 32(c) at ¶26,642
    • Release No. 34-17099 at ¶26,628
    • Release No. 34-18255 at ¶26,629
    • SEC v. Straub (SD NY) is reported at ¶97,295
    • CCH Explanations (e.g. "Foreign Corrupt Trade Practices" at¶26,630)
    • Report letters (e.g., 6-4-13, "French Company Must Disgorge $153 Million from Iran Oil Bribes" and 4-17-13 "Philips Agrees to Pay $4.5 Million to Settle FCPA Bribery Action")
  • SEC Today "PLI Panelists Discuss Foreign Securities Cases" (May 1, 2013)
  • Securities Regulation – Loss, Seligman & Paredes (e.g. Chapter 2.D.3.a)
  • U.S. Regulation of the International Securities and Derivatives Markets – Greene, Beller, Rosen, Silverman, Braverman, Sperber and Grabar (e.g., Chapter 4.09)
  • SEC Topic Navigator