Publication Date: 1/20/2019
Copyright: 2019
Pages: 90
ISBNs:
Paperback: 9781543808957
Summary of Contents
About the Author
I. Introduction
II. Definition of “Security”
A. Blockchain-Based Currencies, Coins, and Tokens
1. Initial Coin Offerings
2. Trading in Cryptocurrencies
B. Instruments in Virtual Space
III. Issuer Exemptions from Registration
A. Regulation D Exemptions
B. Rule 701
C. Regulation A Exemption
D. Intrastate Crowdfunding Exemptions
IV. Public Offerings and Trading
A. Public Offerings
1. Smaller Reporting Companies
2. Confidential Review
3. Potential Increase in Section 404(b) Thresholds
4. Potential Expansion of Ability to “Test the Waters”
B. Algorithmic and High Frequency Trading
V. Mandatory Disclosures in SEC Filings
A. Disclosure Effectiveness Review—Regulations S-K and S-X
B. Quarterly Financial Reporting
C. Pay Ratio Disclosure
D. Political Spending Disclosure
E. Environmental, Social, and Governance Disclosure
VI. Section 10(b) of the Securities Exchange Act and Rule 10b-5
A. Scheme Liability
B. Presumptions of Reliance
C. Territorial Scope
D. Insider Trading
VII. Securities Class Action Practice and Procedure
A. Securities Litigation Uniform Standards Act
B. Class Action Tolling
C. Mandatory Arbitration of Securities Claims
VIII. Securities and Exchange Commission Enforcement
A. Administrative Proceedings
1. Appointment of Administrative Law Judges
2. Removal of Administrative Law Judges
B. Whistleblowers
1. Protection from Retaliation
2. Whistleblower Awards
IX. Foreign Corrupt Practices Act
A. Extraterritorial Application to Accomplices and
Conspirators
B. Incentives for Companies to Self-Report FCPA Violations
X. Regulation of Broker-Dealers and Investment Advisers
XI. Proxy Advisory Firms and Shareholder Proposals
A. Proxy Advisory Firms
B. Shareholder Proposals
XII. Conclusion