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Recent Securities Law posts - Justia

Last 20 posts indexed in the Securities Law category on Justia

In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and Exchange Commission (“SEC”) filing do not support liability under SEC Rule 10b-5(b). The Court ruled that the failure to make a required disclosure can give rise to a Rule 10b-5(b) claim only if the non-disclosure renders affirmative “statements made” misleading. Put differently, if a company elects to speak, it must tell the whole truth (or at least “information necessary to ensure that the [affirmative] statements made are clear and complete”); but a company’s silence on an issue is not securities fraud under Rule 10b-5(b), even if the company is otherwise duty-bound to disclose. The facts in this case are straightforward. According to the plaintiff-shareholders’ complaint:…
Author: John Stigi and Kristin Housh
Posted: April 22, 2024, 9:04 pm
According to FINRA Disciplinary actions for April 2024, the following individuals were suspended from FINRA and cannot currently work for a FINRA brokerage firm for failing to provide FINRA with information it requested or to keep information current with FINRA pursuant to FINRA rules. However, these individuals remain bound by the securities arbitration agreement to arbitrate any disputes between themselves and their former customers: NAME FORMER EMPLOYERS James Brown American Independent Securities Group, LLC Edward Jones Victor Droubie jr. LPL Financial LLC Wells Fargo Clearing Services, LLC Chun Elmejjad Equitable Advisors, LLC AXA Advisors, LLC Jonathan Gervaise Jackson National Life Distributors LLC Pruco Securities, LLC Jonathan Long Cambridge Investment Research, Inc. Cetera Financial Specialists LLC Thomas Prieur Lincoln Financial Advisors Corporation The Lincoln National Life Insurance Company Ronald Wells II Northwestern Mutual Investment Services, LLC For example,…
Author: Silver Law Group
Posted: April 22, 2024, 8:15 pm
The IPO market has been in the doldrums since 2021, but there are promising signs that IPO activity could be on the rebound in 2024. Given the potential for the return of significant IPO activity, it is worth noting that IPO transactions entail certain risks, including in particular for the IPO companies’ private equity backers, as discussed in the following guest post written by Michelle Grimaldi, Assistant Vice President, Claims, Fair American Insurance and Reinsurance Company; Elan Kandel, Member, Bailey Cavalieri LLC; and James Talbert, Associate, Bailey Cavalieri LLC. I would like to thank the authors for allowing me to publish their article as a guest post on this site. I welcome guest post submissions from responsible authors on topics of interest to this blog’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ article. *********************** IPO activity reached a fever pitch in 2021 but…
Author: Kevin LaCroix
Posted: April 22, 2024, 8:11 pm
According to FINRA Disciplinary actions for April 2024, the following individuals were suspended from FINRA for failing to comply with a FINRA arbitration award or settlement agreement pursuant to FINRA rules: NAME FORMER EMPLOYERS Kwame Adusei Morgan Stanley J.P. Morgan Securities LLC Kevin Arvoy D.A. Davidson & Co. Raymond James & Associates, Inc. Stephen Florio Cambridge Investment Research, Inc.. Raymond James & Associates, Inc. Mitchell Roby Wells Fargo Clearing Services, LLC Raymond James Financial Services, Inc. Brokers and brokerage firms are obligated to satisfy all FINRA arbitration judgements, without any unreasonable or unwarranted delay. FINRA Rule 9554 allows FINRA to ensure that brokers and brokerage firms comply with the terms of securities arbitration awards. What Is FINRA Rule 9554? Under FINRA’s securities industry regulations, arbitration awards must be paid within 30 days of the date that the award was granted. If a broker or brokerage…
Author: Silver Law Group
Posted: April 22, 2024, 7:35 pm
FINRA Bars NYLife Broker Fernando Corcuchia after Allegations  According to public records, on April 12, 2024, FINRA, the self-regulator, has reportedly barred Fernando Corcuchia from associating with any FINRA member at any time.On May 12, 2023, NYLife filed a Uniform Termination Notice for Securities Industry Registration (Form U5) disclosing that Corcuchia had been permitted to resign after a review of his business practices revealed that he had violated company policy.   Corcuchia was permitted to resign after a review of his business practices allegedly found, among other things, that he submitted an electronic life insurance application for an unrelated customer without her authorization or consent, used his personal bank accounts as client accounts, and used his business email address for clients in violation of company policy, according to FINRA.  On February 23, 2024, in connection with an investigation into the circumstances giving…
Author: The White Law Group
Posted: April 22, 2024, 6:39 pm
On April 17, 2024, the Consumer Financial Protection Bureau entered an order against a for-profit vocational school and its CEO for mischaracterizing the school’s income-share agreements (ISAs) and misrepresenting its graduates’ employment rates. The CFPB said the school drove students to finance their training programs with promises of high graduate employability. To finance students’ education, the school offered ISAs, under which students received their education in exchange for a percentage of their future earnings. The school falsely told students that its ISAs were not loans, carried no finance charges and were “risk free.” And the school advertised on its website that 71% to 86% of its students were placed in jobs within six months of graduation, when its nonpublic reporting to investors consistently showed placement rates closer to 50%, the CFPB noted. The order marks the CFPB’s second enforcement action targeting ISAs. Read on for…
Author: John Feliciano-Acosta, Farnaz Farkish Thompson and Jeffrey P. Ehrlich
Posted: April 22, 2024, 6:38 pm
On 22 April 2024, the Bank of England (BoE) published a speech by Nathanael Benjamin, its Executive Director of Financial Stability Strategy and Risk, on the private equity market and its growth in size, complexity and interconnectedness, as well as its role in financing companies. The speech outlines recent developments and asks questions about the impact of the dynamics within the sector on safe and sustainable growth. The speech is structured around four questions: How does the growth of private equity contribute to market-based finance? What makes up the private equity ecosystem? Why is the BoE focussing on this now? Why does the BoE worry about this issue? How does the growth of private equity contribute to market-based finance? As a result of the significant growth in market-based financing over the last decade, half of the funding for UK businesses now comes directly from financial markets and non-bank financial institutions. As such, Mr Benjamin highlights that the…
Author: Anita Edwards and Simon Lovegrove (UK)
Posted: April 22, 2024, 6:15 pm
On 22 April 2024, the European Securities and Markets Authority (ESMA) published its opinion on the regulatory technical standards (RTS) under the revised European Long Term Investment Fund (ELTIF) Regulation. The revised ELTIF Regulation provides that ESMA shall develop draft RTS to determine in particular the following: The circumstances in which the life of an ELTIF is considered compatible with the life-cycles of each of the individual assets, as well as different features of the redemption policy of the ELTIF. The costs disclosure. On 19 December 2023, ESMA published its final report on the draft RTS under the revised ELTIF Regulation and submitted it to the European Commission (Commission) for adoption. On 26 March 2024, the Commission issued a Communication on the intention to adopt, with amendments, the draft RTS under the revised ELTIF Regulation. The main reasons for the amendments were summarised in a draft letter to ESMA’s chair which was set out in an Annex…
Author: Simon Lovegrove (UK)
Posted: April 22, 2024, 5:18 pm
On 22 April 2024, the Financial Markets Standards Board (FMSB) published its final Statement of Good Practice (SoGP)for the application of a model risk management framework to electronic trading algorithms. The FMSB was established in 2015 in light of the recommendations of the Fair and Effective Markets Review in the UK with a mandate to issue standards designed to improve conduct and raise standards in wholesale financial markets. FMSB standards and SoGPs do not impose legal or regulatory obligations on member firms, nor do they take the place of regulation. In the event of any inconsistency, applicable law, rules, and regulation will prevail. The purpose of the SoGP is to support firms in applying model risk management frameworks in a proportionate and tailored manner to models deployed in their electronic trading algorithms (‘Algos’). The focus of the guidance is in areas where market practitioners, including ‘first line’ risk owners and…
Author: Simon Lovegrove (UK)
Posted: April 22, 2024, 5:15 pm
On 22 April 2024, the Financial Conduct Authority (FCA) published a speech by its chief executive, Nikhil Rathi, entitled ‘Navigating the UK’s Digital Regulation Landscape: Where are we headed?’. In the speech, Mr Rathi announced the FCA’s plans to focus on Big Tech, which are included in Feedback Statement FS24/1 (published alongside the speech). The speech also covered the FCA’s response to the Government’s White Paper on Artificial Intelligence (AI), which was also published in parallel with the speech. The speech: key points As part of his speech, Mr Rathi explained that the FCA plans to examine how Big Tech firms’ unique access to large sets of data could unlock better products, more competitive prices and wider choice for consumers and businesses. He noted that whilst the growing emergence of Big Tech in financial services has already made life easier for consumers, it remains unclear how valuable their data will become in…
Author: Anita Edwards, Simon Lovegrove (UK) and Hannah Meakin (UK)
Posted: April 22, 2024, 4:13 pm
By Rodney F. Tonkovic, J.D.The National Center of Public Policy Research filed a complaint looking to block the SEC's Consolidate Audit Trail regulation. The NCPPR says that it is challenging the SEC's "shocking arrogation of power" to impose dystopian surveillance and suspicionless seizures and searches on millions of American investors. The complaint argues that the Commission lacks any authority, history, or oversight structure that would allow it to seize and surveil investors' private information. The complaint asks that the court declare Rule 613 to be null and void and that its implementation be enjoined (Davidson v. Gensler, April 16, 2024).CAT rule. The SEC added Rule 242.613 in Release No. 34-67457 in 2012. The rule requires national securities exchanges to submit an NMS plan to implement a consolidated audit trail. The rule requires that the system be able to collect and accurately identify every order, cancellation, modification, and trade…
Author: Unknown
Posted: April 22, 2024, 1:04 pm
No huge surprise here, but if you’re the person at your company who is expected to be on top of the status of the SEC’s climate disclosure rules, it’s worth noting that last week, over 30 G.O.P. legislators (and one Democrat) from both chambers of Congress introduced a joint resolution under the Congressional Review Act to attempt to nullify the regulations. Dave had observed this maneuvering last month and John previewed a House Committee meeting on the topic a couple of weeks ago. The CRA resolution is at a very early stage. This MSN article reiterates that it faces an uphill battle to become law: To overturn the SEC’s rules, the resolution’s supporters would need to pass it with simple majority rules in both the House and the Senate. If they can manage that, the resolution would then go to President Biden to be signed. If President Biden vetoed the resolution, were it to pass, Congress could override his veto with a two-thirds majority vote in…
Author: Liz Dunshee
Posted: April 22, 2024, 10:30 am
When the SEC voluntarily stayed its climate disclosure rules earlier this month, John blogged that in light of the compliance efforts that will be involved and the other disclosure regimes at play, a “go slower” approach may be safer than “pencils down.” This Covington memo gives more color on why it’s risky to become complacent: – First, the SEC staff is likely to continue issuing comment letters on companies’ current climate-related disclosures, including comments based on the SEC’s 2010 guidance on climate change disclosures. – Second, many public companies could become subject to separate climate disclosure requirements under laws and regulations adopted in other jurisdictions, such as the European Union and individual states in the United States, most notably in California. – Third, even if the SEC’s rules are struck down, it is likely that investor pressure will drive continued private ordering resulting in…
Author: Liz Dunshee
Posted: April 22, 2024, 10:15 am
The NYSE has proposed an amendment to Section 802.01D of the Listed Company Manual to allow the Exchange to commence immediate suspension and delisting procedures if a company changes its primary business focus. Specifically, discretion will apply if: The company has changed its primary business focus to a new area of business that is substantially different from the business it was engaged in at the time of its original listing or which was immaterial to its operations at the time of its original listing. If the Exchange becomes aware of such a change in the company’s primary business focus, the Exchange’s assessment of the company’s suitability for continued listing in light of such change will also, where appropriate, take into consideration other changes that may have occurred in connection with the change in the company’s primary business focus, including, but not limited to, changes in the management, board of directors, voting power, ownership,…
Author: Liz Dunshee
Posted: April 22, 2024, 10:00 am
The rise of RWI has been one of the biggest stories in private M&A over the past decade or so, but according to a recent SRS Acquiom study, RWI usage on private deals appears to be plateauing. The study says that post-closing issues may be a big reason that dealmakers have tempered their enthusiasm for […]
Author: John Jenkins
Posted: April 22, 2024, 10:00 am
I recently addressed the question of whether the exchange of emails might constitute a corporate board meeting.  Recently, Professor Stephen Bainbridge pointed out that he discussed this question more than two decades ago.    He writes (and wrote): "To conduct a meeting exclusively online, in a Delaware corporation at least, you must use Internet telephony".  This conclusion is based on Section 141(i) of the Delaware General Corporation Law which allows directors to conduct a meeting: "by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other . . .".    The requirement of hearing, of course, presumes that directors have the physical ability to hear.  If a director is unable to hear or has difficulty hearing, he or she may use captioned telephone equipment which has a screen that displays real-time text captions of the …
Posted: April 22, 2024, 7:15 am
Starting in the 1930s with the earliest version of its proxy rules, the Securities and Exchange Commission gradually increased the proportion of instructed votes on a shareholder’s proxy card until, for the first time in 2022, it required a fully-instructed proxy card — the universal proxy. This evolution shifted the exercise of the shareholder’s vote from the shareholders’ meeting to the vote delegation that occurs when the shareholder completes the proxy card. In corporate elections today, the voting choice is executed when the binding instruction is made on the proxy card; proxyholders merely transmit the shareholder’s instructions as a formality. In a new essay, I argue that the SEC’s move to a fully-instructed proxy card is more significant than generally recognized. It has restored the potential for deliberative shareholder governance to the large, publicly-held corporation. The fully-instructed proxy is the realization of the New Deal…
Author: renholding
Posted: April 22, 2024, 4:05 am
On April 12, 2024, the U.S. Department of Treasury and the Internal Revenue Service published proposed regulations regarding the 1% excise tax on certain stock redemptions and economically similar transactions (corporate “repurchases”) by publicly traded U.S. corporations (“Covered Corporations”) on or after January 1, 2023, described in Section 4501 of the Internal Revenue Code (the “Excise Tax”). The proposed regulations effectively replace Treasury’s and the IRS’s prior guidance in Notice 2023-2 (the “Notice”) and may generally be relied upon by taxpayers until the regulations are finalized. Treasury and the IRS have requested comments on the proposed regulations. The proposed regulations reflect Treasury’s and the IRS’s consideration of comments and criticisms received with respect to the Excise Tax and prior guidance, including in response to the Notice. The proposed regulations narrow the scope of the…
Author: renholding
Posted: April 22, 2024, 4:01 am
LisbonThe D&O Diary continued its European sojourn with a visit last week to the sun-drenched and, even though it was still just April, summerlike, country of Portugal. I have to say that writing this blog post about our visit to Portugal was as much fun as I have ever had in writing for this site. Portugal, my friends, is a wonderful place, as I believe the pictures below will show. I have been to Portugal before, but in my prior visits, I never made it beyond Lisbon and its immediately surrounding areas. On this trip, we travelled to a number of other parts of the country, experiencing Portugal in all of its marvelous splendor. I posted a number of pictures of Lisbon itself below, but before getting to that, I first wanted to introduce some other Portuguese sites that may be less familiar to many readers. The first place we visited outside Lisbon was the historic city of Évora, the capital of the Alentejo, a region about two hours southeast of Lisbon.…
Author: Kevin LaCroix
Posted: April 21, 2024, 3:53 pm
Stoltmann Law Offices, P.C., a Chicago-based securities, investment fraud, and investor rights law firm that offers victims representation on a contingency fee basis nationwide, filed a case on behalf of an investor in connection with unsuitable and excessive stock trading in a retirement account.  The case, filed in FINRA Arbitration, alleges that the B. [...] The post Stoltmann Law Offices Files Case Against B. Riley Wealth Management for Unsuitable Stock Trading appeared first on Stoltmann Law.
Author: Stoltmann Law
Posted: April 20, 2024, 2:15 am

Mark J. Astarita, Esq. is a securities lawyer who represents investors, financial professionals and firms in litigation, arbitration and regulatory matters across the country. He is a partner in the national securities law firm of Sallah Astarita & Cox, LLC and can be reached by email at or by phone at 212-509-6544.

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Securities Attorney at Sallah Astarita & Cox | 212-509-6544 | | Website | + posts

Mark Astarita is a nationally recognized securities attorney, who represents investors, financial professionals and firms in securities litigation, arbitration and regulatory matters, including SEC and FINRA investigations and enforcement proceedings.

He is a partner in the national securities law firm Sallah Astarita & Cox, LLC, and the founder of The Securities Law Home Page -, which was one of the first legal topic sites on the Internet. It went online in 1995 and is updated daily with news, commentary and securities law related links.