The test for determining foreign private issuer status

Article Abstract:

The US District Court for the Southern District of New York ruled in Thouret v. Hudner that foreign ownership should be determined by the residence of the company's holders of record and not on the residence of beneficial owners. The case is the first to apply the foreign private issuer laws of Rule 3b-4 and section 14(a) of the Securities Exchange Act of 1934. The court looked to the plain meaning of the statute, despite arguments that the majority of shares were controlled by a US citizen and resident. Foreign private issuer status offers exemption from some securities laws.

Securities & Commodities Regulatn, Foreign securities

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New York Court of Appeals finds state-law claims attacking payment for order flow preempted by Exchange Act and SEC regulations

Article Abstract:

The New York Court of Appeals ruled in Guice v. Charles Schwab & Co. that state law claims regarding payment for order flow practices were preempted by SEC regulatory authority under 1975 amendments to the Securities Exchange Act of 1934. The plaintiffs alleged that payment for order flow breached fiduciary duties and the duty of best execution. The Court looked to the intent of Congress in passing the 1975 amendments as well as the SEC's efforts to promulgate rules in the area. The Court found that the state laws at issue interfered with SEC methods of enforcement.

Securities Regulation-State, Securities dealers, Exclusive and concurrent legislative powers, Preemption (Legislative power), New York (State)

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The SEC's new public disclosure rule: regulation FD

Article Abstract:

The author examines the SEC's regulation FD, for Fair Disclosure, and its disclosure requirements on public companies triggered when companies selective disclose non-public information.

United States, Disclosure (Securities law)

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