The 2011 Supplement to Herrick Lidstone’s Securities Law Deskbook includes extensive discussion of new laws, regulations, and cases impacting the practitioner of federal securities law.


Here’s What’s New!


• Changes to investment adviser regulation as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). 
• New interpretations of when promissory notes and other instruments should be considered to be securities subject to federal and state securities laws.
• Amendments to the definition of “accredited investor” and to the eligibility to use Regulation D as a result of Section 413 of the Dodd-Frank Act. 
• New cases discussing potential liability for forecasts that prove to be wrong.
• New SEC interpretations on the applicability of the federal registration requirements to persons who thought they were “finders” and not subject to the registration requirements.
• New interpretations of the Rule 144 amendments as applicable to shell companies and former shell companies.
• SEC enforcement rules as impacted by the Dodd-Frank Act and recent contradictory developments in “obey-the-law” injunctions.
• Recent developments in the enforceability of pre-dispute arbitration agreements, and the implications of Section 921 of the Dodd-Frank Act which gives authority to the SEC to “prohibit, or impose conditions or limitations on the use of” pre-dispute arbitration agreements involving any broker, dealer, municipal securities dealer, or investment adviser.
• Impact of the United States Supreme Court’s “foreign cubed” decision, and the Dodd-Frank Act’s reaction thereto.
• Discussion of other Supreme Court cases impacting securities regulation, including Merck v. Reynolds finding that in applying the statute of limitations “storm warnings” are not sufficient but “discovery” “encompasses not only those facts the plaintiff actually knew, but also those facts a reasonably diligent plaintiff would have known.”
• Rejection of the “media defense” in Bank of America Corp. and other cases.
• Updates on the regulations surrounding Rule 10b5-1 plans.
• How the tender offer rules impact private companies.
• Impact of the Dodd-Frank Act’s say-on-pay, say-when-on-pay, proxy access, and other proxy provisions and NYSE Rule 452.