SEC Adopts Final Conflict Minerals Disclosure Rules

SEC Proposes Rules To Eliminate Ban On General Solicitation And Advertising In Certain Private Offerings

Congress Passes JOBS Act - Implications for Pre-IPO Companies and Private Offerings

Latest Regulatory Activism: Leveraged Finance Under the Microscope

Form 20-F Disclosure Update - European Sovereign Debt Exposure

Conflict Minerals Disclosure: A Guide to Complying with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act - Adoption of New Rules Expected First Half of 2012

SEC Codifies Net Worth Standard for Accredited Investors Adopted by Dodd-Frank Act

SEC Guidance on Cybersecurity Disclosure

SEC Limits Non-Public Submission Policy for Foreign Issuers

Australia Enacts New Personal Property Securities Act

SEC Amends Forms S-3 and F-3 Eligibility Criteria to Remove References to Credit Ratings

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was enacted. This client alert is part of a series of client alerts Milbank is releasing on particular aspects of the Dodd-Frank Act that are important to our clients.

SEC Proposes to Re-Adopt Beneficial Ownership Reporting Rules to Clarify Their Application to Security-Based Swaps

Recent Rules and Regulations Affecting Disclosure by Foreign Private Issuers on Form 20F

SEC Proposes New Form S-3 Eligibility Standard to Eliminate Reliance on Credit Ratings

Federal District Court Gives Expanded Reading to Protected Whistleblower Activity Under Sarbanes-Oxley

Determines that employer retaliation following report of client misconduct by whistleblower can support a claim under SOX

SEC Adopts New Rules For Shareholder "Say On Pay" Votes On Executive Compensation and Golden Parachutes

Delaware Court Sheds Light on Meaning of "Funds Legally Available" for Preferred Stock Redemptions

Gives deference to board of directors in determining funds legally available to cover cost of redeeming preferred stock

Delaware Court Refuses to Enjoin 3M Tender Offer for Cogent

Rejects claims that directors failed to satisfy Revlon duties and agreed to deal protections that precluded potential higher bid

Effective Date of Proxy Access Rules Delayed

SEC Acts in the Face of a Federal Court Challenge to the New Rules

SEC Adopts Long-Awaited Proxy Access Rules

New Rules Will Give Eligible Shareholders Access to Company Proxy Statements to Nominate Director Candidates

Delaware Court Refuses to Dismiss Aiding and Abetting Claim Against Investment Bank that Rendered Fairness Opinion in Support of M&A Transaction

"Accredited Investor" Standard for Reg D Offerings Tightened by Wall Street Reform Act

“Accredited Investor” Standard for Reg D Offerings Tightened by Wall Street Reform Act New legislation also bars certain “bad actors” from engaging in Reg D offerings

“Accredited Investor" Standard for Reg D Offerings Tightened by Wall Street Reform

Value of primary residence excluded from calculation of an individual’s net worth

Dodd-Frank Act Repeals Exemption From Securities Act Liability for Certain Rating Agencies

Federal Court Refuses to Dismiss SEC Clawback Claim Against CEO of a Company Which Restated Financials Due to Accounting Irregularities

Federal Court Refuses to Dismiss SEC Clawback Claim Against CEO of a Company Which Restated Financials Due to Accounting Irregularities Determines that SOX Section 304 requires reimbursement by a CEO despite his lack of knowledge or participation in the accounting scheme

New York Court Throws Out Two Investor Lawsuits Involving Subprime Securities

SEC Rating Agency Reform Imposes Disclosure Burdens on Structured Finance Participant Interactions With Rating Agencies

Second Circuit Rules that American Depositary Receipts are not Equivalent to Common Stock for Purposes of Indenture Conversion Rights

Court Adheres to “Plain Meaning” of Disputed Term and Refuses to Recognize “Custom and Usage” as Supporting an Alternative Interpretation

SEC Amends Its "Notice and Access" Rule Governing Internet Posting of Proxy Materials

Delaware Court Provides Useful Guidance Concerning Contested Disclosures in M&A Proxy Statement

Federal Court Provides Guidance on the Timing for Securities Law Disclosures in Connection with M&A Negotiations

Dismisses Claims That Negotiations Were “Material” and Should Have Been Disclosed in Light of Statements Made by Target Company

SEC ADOPTS NEW RULES MANDATING ENHANCED PROXY STATEMENT COMPENSATION AND CORPORATE GOVERNANCE DISCLOSURES

SEC Adopts New Rules Mandating Enhanced Proxy Statement Compensation and Corporate Governance Disclosures

Federal Court– Dismissing SEC Suit Against Mark Cuban – Expands Scope of Misappropriation Theory of Insider Trading

SEC Proposes New Rules for Enhanced Proxy Statement Compensation and Corporate Governance Disclosures

SEC Approves NYSE Rule Amendment Eliminating Broker Discretionary Voting in All Elections of Directors, Whether or Not Contested

SEC Proposes Long-Awaited Proxy Access Rules

New Rules Would Give Shareholders Access to Company Proxy Statements to Nominate Director Candidates or Make Related Proposals

Delaware Court of Chancery Relies on Terms of Employee Stock Plan to Determine Rights of Shareholders

Dismisses Claims of Breach of Fiduciary Duty and Breach of the Implied Covenant of Good Faith and Fair Dealing in Connection with Directors’ Decision to Redeem Shares

SEC Permits Stockholder Proposing Minority Slate To “Round Out” Solicitation With Nominees of Competing Stockholder

No-Action Relief Allows Stockholder Seeking Minority Representation to Disseminate a Proxy Card that Includes Nominees of a Competing Stockholder as well as Board Nominees

Proposed Amendments to the Delaware General Corporation Law Create Flexibility for Corporations Who Desire (or Become Required) to Permit Stockholder Proxy Access

Proposed Amendments also will (i) Facilitate Reimbursement of Stockholder Proxy Expenses; (ii) Permit Separation of Record Dates for Rights to Notice of and to Vote at Stockholders Meetings; and (iii) Provide Additional Protections for Director Indemnification and Advancement Rights

First Subscriptions Due March 17 for the Term Asset-Backed Securities Loan Facility

First Circuit Requires "Objective Reasonable Belief" of Fraudulent Conduct in Order for Terminated Employee to Obtain Sarbanes-Oxley Whistleblower Protection

SOX “does not provide whistleblower protection for all employee complaints about how a public company spends its money and pays its bills”

SEC Announces Major Changes to Disclosure Requirements for Oil and Gas Companies

Recently Promulgated Financial Industry Regulatory Authority Rules Related to Regulation M

Changes to SEC Form 20-F Reporting Obligations

(Final SEC Rules)

The Realogy Case: Noteholders Block an Exchange Offer

SEC Submits Report on Fair Value Accounting to Congress

11th Circuit Rules That Membership in a “Group” for Purposes of Schedule 13D Reporting Requirements Requires Ownership of Company Shares

Federal District Court Finds That Material Errors in Financial Statements — in the Absence of an Actual Restatement — Not Sufficient to Support a Claim Under Section 304 of Sarbanes-Oxley

Actual Filing of Restated Financial Statements Required Before SEC May Bring Action

Ninth Circuit Finds No Private Right of Action Under Section 304 of Sarbanes-Oxley

Individual Shareholders not Permitted to Bring Action to Recoup Bonuses or Profits From Corporate Executives

SEC Proposes Roadmap for Considering Adoption of International Financial Reporting Standards