Sutherland Asbill & Brennan LLP Partners Greg Kaufman, Neil Lang, and the late Deborah Heilizer have co-authored the 2013 edition of International Securities Regulation-United States Chapter (ISR-USA), published by Thomson Reuters. The chapter covers the entire body of securities law in the United States, which the authors have condensed into an up-to-date, understandable resource for securities industry professionals.
ISR is an eight-volume treatise on international securities, offering the securities laws and regulations for 30 countries. The set encompasses the complete range of securities topics, including legal systems, securities regulatory schemes, public securities markets, and those regulations regarding substantive securities matters.
Highlights of the United States Chapter include:
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) and Jumpstart Our Business Startups Act (JOBS Act)
The financial crisis of the last decade prompted legislators to enact myriad reforms affecting every corner of the financial sector. Two high-profile laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) and the Jumpstart Our Business Startups Act (JOBS Act) of 2012, have had a significant impact on the securities industry. The securities-related changes enacted via the Dodd-Frank Act include the creation of the Financial Stability Oversight Council, regulation of credit rating agencies, reformulation of the regulatory scheme for investment advisers, and rules regarding registration of new market participants. The JOBS Act is intended to reduce regulatory burdens imposed by Dodd-Frank on smaller companies and makes several notable changes to existing federal securities laws, including reduced reporting requirements, exemption from certain executive compensation requirements, and relaxed rules regarding research and communication.
Dodd-Frank Act Provisions Concerning Fraud, Manipulation, and Insider Trading
Compliance officers and in-house counsel have always had to contemplate various and broad anti-fraud laws, but the enactment of the Dodd-Frank Act created new criminal offenses, as well as amended existing laws to increase criminal and civil penalties. The authors present a comprehensive outline of these penalties, with a special focus on the Dodd-Frank Act’s grant of enhanced enforcement authority to the Securities and Exchange Commission as well as the authorization of new civil causes of action for private investors and whistleblowers.
Shareholder’s Rights—Enforcing Civil and Criminal Liability
Various federal securities laws seek to protect shareholders of registered companies from unlawful behavior by expressly granting recovery rights and imposing monetary liability for violations.
Among the most significant of these laws is Section 11 of the Securities Act, which creates a strict liability cause of action for material misstatement or omission by the seller. The authors devote a section of ISR-USA to this provision in order to thoroughly outline who may be liable and, conversely, how sellers may avoid liability.