In this comprehensive 2009 Supplement to
Securities Law Deskbook: For Business Lawyers, Public Accountants, and Corporate Management, author Herrick Lidstone discusses all the significant SEC actions and judicial interpretations accomplished in 2008. This supplement includes:
- A discussion of federal securities laws and their applicability to the current economic crisis.
- A discussion of the SEC’s release regarding the use and maintenance of corporate websites and the applicability of Regulation FD (Rel. 34-58288).
- New rules modernizing oil and gas reporting (Rel. 33-8995).
- A discussion of the due diligence obligation in registration statements that incorporate other information by reference.
- A discussion of the new (October 2008) SEC Enforcement Manual, complete with a discussion of SEC decision-making process for enforcement matters, the “advice of counsel” defense, and the application of cooperation credit.
- The Department of Justice’s new procedures announced by Deputy Attorney General Filip in August 2008 and incorporated into the U.S. Attorneys’ Sentencing Manual outlining changes to the DOJ’s policies requiring corporations to waive attorney-client privilege.
- Updated information on the SEC’s no action interpretive process.
- The SEC’s new scheme for the internet availability of proxy materials and internet solicitation of proxies (Rel. 34-55146).
- A detailed look at lower court responses to the Supreme Court’s decision, Tellabs, Inc. v. Makor Issues & Rights, Ltd., and why an inference of scienter must be “as compelling as any opposing inference of non-fraudulent intent.”
- A review of lower court responses to secondary liability issues after Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., including the Thompson v. Paul case in which attorneys were advised by the Ninth Circuit of potential liability where they make representations to prospective purchasers, and the attorney-client privilege is not a shield.
- 2008 amendments to SEC Rule 12g3-2 providing exemptions from the 1934 Act registration requirements to foreign private issuers.
The supplement also includes a replacement CD.
