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November 2010 |
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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. Also included is a “Hot Topic of the Month,” with research tips and references to CCH and Aspen source material on point. Finally, this update includes a preview of IPO Vital Signs, an advanced IPO research analysis tool, for IPO professionals and pre-IPO companies.
To view past issues of the Securities Update, please visit http://business.cch.com/updates/securities.
If you have questions or comments concerning the information provided below, please contact me at rodney.tonkovic@wolterskluwer.com.
Financial Reform Resources
CCH Federal Securities Law Reporter
Shareholder Access Rules Stayed Pending Court Challenge. The SEC issued an order granting stay of the effect of new Exchange Act Rule 14a-11 and an amendment to Rule 14a-8 pending the resolution of a petition for review by the U.S. Chamber of Commerce and the Business Roundtable. In a petition to the U.S. Court of Appeals for the District of Columbia Circuit, the business groups said that Rule 14a-11 is arbitrary and capricious, violates the Administrative Procedure Act, and was adopted without a proper assessment of its effect on efficiency, competition, and capital formation. The petition also asserts that the rule violates company rights under the First and Fifth Amendments. The business groups filed this motion to stay with the Commission on the same day. Without addressing the merits of the business groups' arguments, the Commission exercised its discretion to stay Rule 14a-11, the related amendments and the amendment to Rule 14a-8. Release No. 33-9149 is reported at ¶89,212 (IntelliConnect) (IRN) (ip access user).
SEC Proposes Rules on Proxy Voting, Executive Compensation and Golden Parachutes. The SEC is seeking comments on rule proposals relating to proxy votes on executive compensation, shareholder approval of executive compensation and golden parachutes. The Dodd-Frank Act added new Section 14A to the Exchange Act to require issuers to provide shareholders with a vote on certain compensation matters and to require institutional investment managers to report how they voted on those matters. Proposed Rule 14a-21 will provide for a separate shareholder vote to approve executive compensation, to approve the frequency of the votes on executive compensation and to approve golden-parachute compensation arrangements in connection with merger transactions. Proposed Item 24 of Schedule 14A will provide disclosure about the effect of the shareholder votes required by Rule 14a-21, including the non-binding nature of the votes. Proposed rule 14Ad-1 would require an institutional investment manager that is subject to Section 13(f) of the Securities Exchange Act to report annually how it voted proxies relating to executive compensation matters as required by Section 14A of the Exchange Act. Release No.33-9153 is reported at ¶89,224 (IntelliConnect) (IRN) (ip access user); Release No. 34-63123 is reported at ¶89,225 (IntelliConnect) (IRN) (ip access user).
SEC Adopts Interim Rule on Security-Based Swap Reporting. Section 766 of the Dodd-Frank Act required the SEC to adopt an interim final rule within 90 days of enactment to require the reporting of security-based swap transactions that occurred before enactment. The commissioners unanimously approved the adoption of an interim final temporary rule to require certain swaps dealers and other parties to report any security-based swaps that they entered into prior to the passage of the act whose terms had not expired as of that date. Rule 13Aa-2T will require specified counterparties to security-based swap transactions to report certain information to a registered security-based swap data repository after one becomes operational, or to the SEC upon request. The SEC also issued an interpretive note to Rule 13Aa2-T to advise parties about the information the SEC believes they should retain in order to meet the reporting obligations contained in the rule. Release No. 34-63094 is reported at ¶89,221 (IntelliConnect) (IRN) (ip access user).
SEC Proposes Asset-Backed Securities Disclosure Rules. The SEC has proposed rules to implement Section 943 of the Dodd-Frank Wall Street Reform and Consumer Protection Act related to asset-backed securities. Under the proposal, securitizers would be required to disclose fulfilled and unfulfilled repurchase requests across all trusts aggregated by the securitizers so that investors can identify asset originators with clear underwriting deficiencies. The disclosure would be filed on new Form ABS-15G. The statutory definition of an asset-backed security is much broader than the definition in Regulation AB. Proposed Rule 15Ga-1 would require a securitizer to provide disclosures relating to all asset-backed securities that fall within the statutory definition, regardless of whether they are sold in Securities Act registered transactions. The proposal would also require nationally recognized statistical rating organizations to include in any report that accompanies a credit rating for asset-backed securities offerings a description of the representations, warranties and enforcement mechanisms available to investors and how they differ from issuances of similar securities. Release No. 33-9148 is reported at ¶89,213 (IntelliConnect) (IRN) (ip access user).
SEC Proposes Rules Requiring Review of Assets Underlying Asset-Backed Securities. The SEC proposed rule amendments to require an issuer of asset-backed securities to review the bundled assets that underlie the securities and disclose the level and type of review that was conducted. Under this proposal, issuers would be permitted to hire a third party to conduct the review. The proposed review of assets in offerings of asset-backed securities implements Section 945 and a portion of Section 932 of the Dodd-Frank Act. New Rule 193 would require issuers of ABS to perform a review of the assets underlying the ABS offerings. Issuers would then be required to describe the level and type of review they conducted. Issuers could perform the review themselves or hire a third party. If a third party conducts the review, it must consent to being named in the registration statement and accept potential expert liability under the federal securities laws. The SEC also proposed to amend Regulation AB to require an ABS issuer to disclose the nature, findings and conclusions of the review of assets. The disclosure would include how the loans in the pool differ from the disclosure in the prospectus about the underwriting criteria, about loans that did not meet the disclosed underwriting criteria, and about the entity that determined that the loans should be included in the pool despite not having met the disclosed underwriting standards. Release No. 33-9150 is reported at ¶89,219 (IntelliConnect) (IRN) (ip access user).
Conflicts of Interest Rules for Clearing Agencies Proposed. The SEC proposed Regulation MC to require clearing venues and exchanges to adopt ownership and voting limitations and certain governance requirements to address the primary areas of concern. Security-based swap clearing agencies could choose one of two alternatives. The first would restrict an individual clearing agency participant from beneficially owning or voting more than 20 percent of the voting interest in the agency. Participants would not be able to own or vote more than 40 percent in the aggregate with any other clearing agency participants. The board of directors and any committee with the authority to act on its behalf would have to be composed of 35 percent of independent directors and the nominating committee must be composed of a majority of independent directors. The second alternative would restrict an individual clearing agency participant from beneficially owning or voting more than 5 percent of any voting interest in the clearing agency. The board and any committees that are authorized to act on its behalf must be composed of a majority of independent directors. The nominating committee must be composed solely of independent directors. The SEC issued the proposal under Dodd-Frank Act Section 765, which directs the SEC to adopt rules to mitigate conflicts of interest at security-based swap clearing agencies, execution facilities and national securities exchanges that post or make available for trading security-based swaps. Release No. 34-63107is reported at ¶89,222 (IntelliConnect) (IRN) (ip access user).
7th Circuit Criticizes 5th Circuit's Approach to Fraud-On-The-Market. A 7th Circuit panel found no error in a district court's decision to use the fraud-on-the-market doctrine and rejected an argument that it adopt a tighter standard used by the 5th Circuit. The action was brought by investors alleging that the managers of a financial-services holding company had made positive statements that led investors to pay artificially high prices. The district court found that the company's stock traded in an efficient market, which allowed the use of the fraud-on-the-market doctrine, and certified the class.
On appeal, the company argued that it did not qualify for the application of the fraud-on-the-market treatment because its statements were intended to slow the rate at which the stock's price was falling and delay bankruptcy. While not specifically asking that the fraud-on-the-market doctrine be jettisoned, the company advanced arguments that, according to the panel, "if accepted would end the use of class actions in securities cases." First, the company asserted that the investors' "materialization-of-risk-theory" was not compatible with the fraud-on-the-market approach. The panel disagreed, stating that the fact that the stock was falling was irrelevant since "fraud lies in an intentionally false or misleading statement, and the loss is realized when the truth turns out to be worse than the statement implied." The company also "comfortably" met the requirements for the use of the fraud-on-the-market presumption set forth by the Supreme Court in Basic Inc. v. Levinson.
Writing for the panel, Chief Judge Easterbrook criticized the 5th Circuit's approach to loss causation in the context of class certification, which the company used to support its argument. In Oscar Private Equity Investments v. Allegiance Telecom, Inc., the 5th Circuit interpreted Basic as entitling circuit courts to tighten the requirements for class certification and held that plaintiffs must establish loss causation in order to trigger the fraud-on-the-market presumption. Judge Easterbrook rejected the 5th Circuit's "go-it-alone strategy" as contradictory of the established separation of class certification from the decision on the merits, noting that it would make certification virtually impossible in many securities suits. It is not appropriate, wrote the judge, for the judiciary to reinterpret Rule 23 to make success on the merits essential for class certification. Judge Easterbrook went on to conclude that falsehood and materiality are also issues on the merits and declined to make these elements preconditions to class certification. Schleicher v. Wendt (7thCir) is reported at ¶95,932 (IntelliConnect) (IRN) (ip access user).
3rd Circuit Rejects "Fraud-Created-the-Market" Theory. In a matter of first impression, a 3rd Circuit panel affirmed a district court's denial of class certification after rejecting the appellant's "fraud-created-the-market" theory of reliance. An investor alleged that he had been defrauded by an accounting firm that had provided clean audit opinions to a subprime mortgage originator that were used to register notes that later became worthless during the market meltdown. The district court denied certification, finding that the investor had failed to establish predominance and did not establish a presumption of reliance.
The investor sought to rely on the fraud-created-the-market theory, in which a presumption of reliance is established if the securities purchased by an investor are fraudulently marketed. In other words, an investor assumes a security is genuine if it is available in the marketplace. The panel declined to recognize a presumption of reliance based on this theory, stating that it "lacks a basis in common sense, probability, or any of the other reasons commonly provided for the creation of a presumption." The court explained that if availability on the market is an indication of genuineness "there must be some entity involved in the process of taking the security to market that acts as a bulwark against fraud," but the entities usually involved in the issuance of a security cannot be reasonably relied on to prevent fraud, due to their self-interest. The SEC also cannot be relied upon to prevent fraud because it does not review the merits of the offering documents but only whether disclosure is adequate; the disclosure of adverse information will not prevent a security from going to market.
The theory also lacks a basis in probability, stated the panel, because it is unsupported by economics or empirical study. According to the panel, if any security on the market may be presumed to be genuine, any investor who purchased any security could satisfy the reliance element of a fraud claim, a result the panel characterized as "a kind of investor insurance" that is "contrary to the goals of securities laws." The panel also considered that the theory would reward investors who do not look out for themselves rather than serving the securities laws' goal of informing investors via disclosures. The panel also noted that courts have refused to expansively presume reliance to promote honesty and fair dealing and that adopting the fraud-created-the-market theory would extend liability "far beyond its current contours." Also, as a policy matter adoption of the theory would encourage frivolous litigation by essentially eliminating the reliance requirement. Finally, the panel determined that even if it accepted the investor's theory, his appeal would still fail because there was no legal impediment to subprime mortgage originator issuing notes, and the SEC would have allowed the notes to go to market even if the auditor disclosed the alleged deficiencies. Malack v. BDO Seidman, LLP (3rdCir) is reported at ¶95,931 (IntelliConnect) (IRN) (ip access user).
District Court Properly Applied Tellabs Scienter Standard. A 6th Circuit panel affirmed a district court's dismissal of a securities fraud class action brought against an accounting firm on behalf of purchasers of stock in a pharmaceutical distribution company for which the firm had served as an auditor. According to the investors, the firm had issued an unqualified audit opinion of the pharmaceutical company despite knowing of nearly $58.5 million in uncollectible accounts receivable on the company's balance sheet resulting from its acquisition of another company. The investors alleged further that the accounting firm and the company hid the accounts receivable problems from investors in order that the transaction could proceed. When the company issued a press release disclosing that the acquired company's accounts had been overstated, the company's stock price dropped 44 percent in one day.
On appeal, the investors asserted that the district court erred in rejecting facts that, considered collectively, gave rise to a strong inference that the accounting firm acted with scienter. The investors argued that the district court misapplied the scienter pleading standard set forth by the Supreme Court in Tellabs, Inc. v. Makor Issues & Rights, Ltd. and instead used a higher, pre-Tellabs standard. The panel found that the district court correctly applied the Tellabs standard, noting that the court quoted only dicta from the pre- Tellabscase that had no impact on the analysis.
The panel then reviewed the dismissal de novo, using the Tellabs standard. The panel found that the investors failed to adequately allege that the accounting firm recklessly ignored reports misstating the company's true financial condition. According to the panel, the allegation that the auditor used "old and stale" data was, by itself, not sufficient to make out a claim of securities fraud. Further, the auditor's ignoring of alleged red flags did not create an inference of scienter because the allegations were conclusory and "devoid of facts." The panel found next that the magnitude of the alleged fraud was not sufficient to show that the auditor acted with scienter. The panel stated that the 6th Circuit had declined to follow cases holding that the magnitude of the fraud contributes to an inference of scienter because "allowing such an inference would eviscerate the principle that accounting errors alone cannot support a finding of scienter." The panel then found that the promise of future professional fees was not sufficient to show scienter because the auditor's motive to retain this client was no different than its general desire to retain business. Finally, the panel concluded that, taken together, the allegations failed to meet the PSLRA's particularity requirement for pleading scienter. The district court's dismissal of the action with prejudice was also affirmed. Louisiana School Employees' Retirement System v. Ernst & Young, LLP (6thCir) is reported at ¶95,903 (IntelliConnect) (IRN) (ip access user).
SEC Did Not Meet Its Burden of Showing That Records May Be Withheld. In an action brought by entrepreneur Mark Cuban against the SEC pursuant to FOIA and the Privacy Act, the court (DC DofC) granted cross-motions for summary judgment brought by both parties. Mr. Cuban challenged the adequacy of the Commission's searches for responsive records and sought to compel the release of records the Commission completely withheld. The Commission had processed 17 out of 20 of Mr. Cuban's requests and requested 36 additional months for the remaining three requests; Mr. Cuban sought immediate production of all responsive records, maintaining that the Commissions searches were inadequate and that its reliance on exemptions as grounds for withholding records was improper.
For two categories of records, the court determined that the Commission failed to satisfy its search obligations. The Commission argued for one category that a search was conducted, but no responsive records were found, and for the other, that a search would be unreasonable burdensome based on how the records were kept. The court found that the Commission's declarations lacked sufficient detail for the adequacy of the searches to be assessed. The declarations, noted the court, were "sparse" and were unclear as to whether another manner of searching would be able to produce the records. Based on the declarations, the court was unable to conclude that a good faith effort to find the records had been made.
The Commission relied on several of FOIA's exemptions for its non-production of the requests and had the burden of establishing that its reliance on those exemptions was warranted. The Commission relied on exemptions based on the deliberative process privilege, the attorney-client privilege and the attorney work-product privilege. The court found that the Commission failed to show with sufficient detail that its withholdings were privileged pre-decisional deliberations, and issued an order to redact portions of documents that were both predecisional and deliberative and disclose the records. Regarding the attorney-client privilege the court found that the Commission needed to provide more proof that the privilege applied; the Commission's blanket assertion of privilege was not sufficient for the court to assess whether the privilege was properly asserted. The court similarly required the Commission to "supply greater detail to satisfy its burden to receive the protection of the attorney work-product privilege."
The also court found that the Commission was unable to show that certain records were related to "trivial administrative matters of no genuine public interest," and the court ordered that redacted versions of the records be disclosed. The court also ordered the disclosure of redacted versions of records for which the Commission invoked exemptions relating to private information in personnel, medical, or similar files and information compiled for law enforcement purposes. Finally, the court decided that it would conduct a status conference in order to determine whether granting the Commission additional time to process Mr. Cuban's requests would be appropriate. Cuban v. SEC (DC DofC) is reported at ¶95,913 (IntelliConnect) (IRN) (ip access user).
CCH Blue Sky Law Reporter
California Proposed Rule to Exclude Associated Persons of Issuers From Broker-Dealer Definition Further Revised. A proposed rule to exclude associated persons of issuers from the “broker-dealer” definition would be further revised as proposed by the California Department of Corporations. An associated person of an issuer would be excluded from the definition of “broker-dealer” in Section 25004 of the California Securities Law of 1968 if the associated person is not considered a broker-dealer under Rule 3a4-1 of the Securities Exchange Act of 1934. The California definition would model the Exchange Act definition except that in California an associated person could not rely on the California rule if subject to an order involving the person’s having engaged in certain statutory prescribed ”bad boy” disqualification provisions. NOTE: An associated person of an issuer would not be presumed to be a broker-dealer just by participating in the offer and sale of the issuer’s securities if he or she does not meet the conditions of Rule 3a4-1. ¶11,743A (IntelliConnect) (IRN) (ip access user).
Florida Adopts Advertising, NASD/FINRA and Section Reference Changes. Advertisements or sales literature that comply with NASD Rule 2210 (on public communication) do not have to be approved or filed with the Florida Office of Financial Regulation. The name “NASD” is changed to “FINRA” and updated references to federal statutes and rules are reflected in Florida securities rules. A rule on refunding fees and denying or withdrawing files was repealed. ¶17,407 (IntelliConnect) (IRN) (ip access user), ¶17,411 (IntelliConnect) (IRN) (ip access user), ¶17,422 (IntelliConnect) (IRN) (ip access user), ¶17,423 (IntelliConnect) (IRN) (ip access user), ¶17,427 (IntelliConnect) (IRN) (ip access user), ¶17,448 (IntelliConnect) (IRN) (ip access user), ¶17,450C (IntelliConnect) (IRN) (ip access user) through ¶17,450G (IntelliConnect) (IRN) (ip access user).
Indiana Summarizes Each Uniform Securities Act Provision…An administrative order released by the Indiana Securities Division on September 17, 2010 provides a brief synopsis of, and the purpose for, each provision of the Indiana Uniform Securities Act of 2008. ¶24,717 (IntelliConnect) (IRN) (ip access user).
…And Sets Timetable For Mandating New Form ADV Part 2 in 2011. Investment adviser applicants and currently registered investment advisers may use either current ADV Part II or new ADV Part 2 between October 12, 2010 and January 1, 2011. New investment adviser applicants must file new Form ADV Part 2 through the IARD as part of their application as of January 1, 2011. Currently registered investment advisers’ Form ADV must incorporate new Form ADV Part 2 as part of any amendment or required annual update as of January 1, 2011. New Part 2 and instructions can be found at http://www.sec.gov/rules/final/2010/ia-3060.pdf. ¶24,718 (IntelliConnect) (IRN) (ip access user).
Appellate Court Adopts Narrow Definition of Commercial Paper Exemption. The Court of Appeals of Kansas has held that the commercial paper exemption under the Kansas Securities Act (Act) did not encompass the broader concept of commercial paper as defined in the Uniform Commercial Code or other commercial statutes. In State v. Atteberry, the defendant argued that the Act's commercial paper exemption applied because the maturity periods of the promissory notes he issued in connection with a cattle embryo scheme were all less than nine months. The appellate court observed, however, that authorities construing the commercial paper exemption found in other state and federal securities laws have uniformly held that the exemption applies only to the specialized commercial paper market used by large banks and corporations to handle their large and recurrent short-term borrowing and investment needs. Moreover, a regulation promulgated by the Kansas Securities Commissioner exempted from registration "prime quality negotiable commercial paper of a type not ordinary purchased by the general public" that was "issued to facilitate well recognized types of current operational business requirements." As the promissory notes issued by the defendant were not commercial paper under this more narrow definition, the trial court correctly concluded that the exemption under the Act did not apply. Accordingly, the appellate court held that counsel was not ineffective for not advising the defendant that he had an affirmative defense based on the commercial paper exemption. State v. Atteberry is reported at ¶74,867 (IntelliConnect) (IRN) (ip access user).
Aspen Federal Securities Publications
Corporate Finance and the Securities Laws, Fourth Edition, by Charles J. Johnson, Jr. and Joseph McLaughlin. The most recent supplement (IntelliConnect) (IRN) (ip access user) is available online. Written in plain English by two top experts in the field, this “go to” resource explains the mechanics of corporate finance together with the statutes that govern each type of deal. The latest supplement includes discussion of the Dodd-Frank Wall Street Reform and Consumer Protection Act; revisions to New York power of attorney statute; new SIFMA standard form of selling dealer agreement; SEC’s release on climate change disclosure; rating agencies’ status as experts after the Dodd-Frank Act’s repeal of Rule 436(g); “F-cubed litigation” in the Supreme Court and Congress; FINRA release on due diligence in Regulation D offerings; cessation of PORTAL market; offshore debt offerings and repeal of TEFRA D exemption; offshore debt offerings and new global note custody arrangements; effect of short sale restrictions on issuance of convertible securities; share repurchases and proposed amendments to Rule 10b-18; and asset-backed securities and the Dodd-Frank Act and the SEC’s “Regulation AB II” proposals.
Corporate Legal Compliance Handbook, Second Edition, Edited by Theodore L. Banks, Frederick Z. Banks. The new Second Edition (IntelliConnect) (IRN) (ip access user) is now available online. In this new edition, 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. Corporate Legal Compliance Handbook, Second Edition, teaches the principles of compliance programs, how they are addressed by the United States Sentencing Commission and Sarbanes-Oxley, and the unique role of the antitrust laws in developing more general compliance. The publication identifies and addresses a firm’s particular risks and how to deal with them. The importance of a records and information management program as a foundation for all compliance activities is outlined, along with the role that a hotline or an ombuds office can play. The special problems facing companies with international operations are detailed, as are the development of codes of conduct, compliance policies, and compliance programs. Specific step-by-step instructions show how to execute a compliance program using computer-based training and other technological tools, how to write effectively, and how to use dramatization to communicate compliance messages.
Financial Reporting Handbook, by Michael Young. The latest release, Release 28 (IntelliConnect) (IRN) (ip access user), is available online on the Corporate Governance Integrated Library. This reference provides quick access to critical aspects of financial reporting. In addition to covering the Sarbanes-Oxley Act, SEC rules and regulations, standards of the Independence Standards Board and the AICPA and requirements of the New York Stock Exchange, NASDAQ, and the American Stock Exchange, the Financial Reporting Handbook tackles important underlying themes such as the centrality of the audit committee, the individual responsibility of executives, and the integrity of the outside auditor.
This month's hot topic is fraud on the market. Under this doctrine, proof of reliance on particular misrepresentations is not required in an action alleging a deception which inflates the price of stock traded on an efficient market. In the impersonal stock exchange context, causation is adequately established by proof of the purchase and the materiality of the misrepresentations. Materiality circumstantially establishes the reliance of some market traders and hence the inflation in the stock price. The theory in effect creates several different rebuttable presumptions. The first is that the misrepresentations, omissions or fraud affected the market price. There is also a presumption that plaintiff relied on the price of the stock as indicative of its value and that the reliance was reasonable.
The requirement that plaintiffs prove reliance directly has been eliminated in these cases because it imposes an unreasonable and irrelevant evidentiary burden. An investor who buys and sells stock at the price set by the market does so in reliance on the integrity of that price. Because most publicly available information is reflected in the market price, an investor's reliance on any public material misrepresentations, therefore, may be presumed for purposes of an antifraud action. The presumption of reliance may be rebutted, however, by any showing that the purchase price was not affected by the misrepresentations or that the investor did not trade in reliance on the integrity of the market.
The fraud on the market presumption is available only with regard to securities that trade in an efficient market. The question of whether or not a market for a stock is efficient is a question of fact. Courts have often used the factors listed by the U.S. District Court for the District of New Jersey in a 1989 decision, Cammer v. Bloom. That decision set forth five characteristics of a company and its stock that indicate the efficiency of a particular market. The factors are 1) whether the stock trades at a high weekly volume, 2) whether securities analysts follow and report on the stock, 3) whether the stock has market makers and arbitrageurs, 4) whether the company is eligible to use short-form registration and 5) whether there are "empirical facts showing a cause and effect relationship between unexpected corporate events or financial releases and an immediate response in the stock price."
We publish information in a wide range of resources (e.g., Federal Securities Law Reporter, Insights – Amy L. Goodman, Securities Regulation - Loss & Seligman, etc.), and document types (cases, laws, regulations, newsletter articles, treatise discussion). For example:
- Federal Securities Law Reporter
- Report letters (e.g., "7th Circuit Criticizes 5th Circuit's Approach to Fraud-On-The-Market" (10-27-10 (IntelliConnect) (IRN) (ip access user))
- Schleicher v. Wendt (7thCir), at ¶95,932 (IntelliConnect) (IRN) (ip access user)
- Cammer v. Bloom (DC NJ), at 1990 CCH Dec. ¶95,211 (IntelliConnect) (IRN) (ip access user)
- CCH Explanations (e.g., ¶22,773.040 (IntelliConnect) (IRN) (ip access user)
- Insights – Amy L. Goodman (e.g., Inefficient Markets and Class Certification: A Roadblock for Securities Fraud Plaintiffs (October 2006) (IntelliConnect) (IRN) (ip access user)
- Securities Regulation – Loss, Seligman & Paredes (e.g., Chapter 11.C.4 (IntelliConnect) (IRN) (ip access user))
- Regulation of Securities: SEC Answer Book – Levy (e.g., Q11:16 (IntelliConnect) (IRN) (ip access user))
- Jim Hamilton’s World of Securities Regulation (e.g., 8-14-09)
