Ahem. I stand corrected. I took to Twitter yesterday to tweet about how some mass media outlets got it wrong last week when they reported that the SEC would hold an open Commission meeting on October 23rd to propose crowdfunding rules as required under the JOBS Act. I figured that since it was Monday and the SEC hadn’t yet posted a notice about the open meeting, it must not be happening on Wednesday.
I was wrong. Last night, the SEC did indeed post a Sunshine Act notice about an October 23rd meeting. Less than 48 hours before the meeting. I’ve blogged before that as noted in Section (e)(1) of that Act, the notice must be announced at least one week before the meeting.
But there is an exception to the one week period if “a majority of the members of the agency determines by a recorded vote that agency business requires that such meeting be called at an earlier date.” So the agency likely has a recorded vote of this expedited matter somewhere. I recall that the SEC’s pay ratio meeting also was held less than one week after the notice. So this might be a new trend for the SEC.
As noted in this WSJ article, 8 Senators sent a letter to the SEC yesterday asking why the crowdfunding proposal is late…
Why Might the SEC Provide Short Notice for an Open Commission Meeting?
You are wondering why – given that the crowdfunding rule proposal is significantly behind schedule – the SEC would provide such a short notice period for this open Commission meeting, particularly when the media knew last week on which date the meeting date was set? Getting beyond that the purpose of a one week notice period has been negated by the fact that open meetings are now video webcast – so there is no reason to make travel plans to come to DC to see the meeting – here is my guess:
This sort of delay is extreme, but not unprecedented. Sometimes, delaying a meeting is a tactic used to extract last minute concessions on a rule. The Commission’s duty officer must approve the Sunshine Act notice – and a duty officer with a beef can hold up the seriatim until they get what they want. Particularly on something that was up against a likely 3-2 vote, one of the minority Commissioners could wield some power if one happened to be the duty officer (and a swing vote Commissioner could wield lots of power). The SEC’s Secretary and Office of General Counsel could then certify that exigent circumstances necessitated the delay and a majority of the Commissioners would approve the duty officer action seriatim.
I’m not sure that any of this is what’s going on here – it’s a total guess – but the Republican commissioners have been critical of the SEC’s anticipated approach to crowdfunding.
Open Commission meeting days are set internally in advance to coordinate across all five Commissioner calendars. It’s not as easy to find a date that works for all five Commissioners as you would think. Learn more about how the SEC works from last year’s webcast on the topic…
Today’s Spreecast: “Latest Corp Fin Comment Letter Trends”
Come participate in the spreecast – “Latest Corp Fin Comment Letter Trends” – at 2 pm eastern today! During it, Keir Gumbs of Covington & Burling LLP will describe the latest comment letter trends from the SEC’s Division of Corporation Finance. To access the spreecast, go here at 2 pm eastern. Please print out these slides in advance. [Note that a new spreecast has been calendared for November 13th: “Crafting SEC Rulemaking Comment Letters.”]
Here are FAQs about how spreecasts work – but the upshot is you have to register for Spreecast first (although it’s possible to watch without registering if you close a prompt). Simply sign up by using an email address by clicking the “Or sign up via email” link in the upper right hand side of the site (it’s in small print under the “Connect with Facebook” logo).
Recently, SEC Chair Mary Jo White delivered this speech about the importance of independence for the SEC. Mary Jo reviewed the history of the agency’s independence from political influence, including more recent intrusions (think Dodd-Frank and conflict minerals). Not surprisingly, Mary Jo’s bottom line is that politics should not be a factor at an independent agency.
Given her interest in enforcement, it’s not surprising that her speech also focused on the sensitive topic of settlements with guilt admissions and possible judicial interference with the SEC’s decisions in that area, stating: “A court reviewing a consent judgment in one of our cases has a narrower focus – making sure that the settlement is not ambiguous and that it does not affirmatively harm third parties or impose an undue burden on the court’s own resources. But, the core decision as to whether to seek admissions is a decision for the Commission to make in its best, independent judgment of what should be required.”
Agency independence is an important topic. And good timing as a self-funded agency would avoid the chaos of a government shutdown. Not to mention that the Chair is definitely facing a divided Commission…
Steve Quinlivan blogs about another of SEC Chair White’s speeches – this one entitled “Hedge Funds: A New Era of Transparency and Openness” – during which she commented on steps the SEC is taking to monitor general solicitations. Here is an excerpt:
Contemporaneously with lifting the ban on general solicitation, the SEC staff has undertaken an interdivisional effort designed to monitor how the ability to advertise and “generally solicit” is actually occurring – how companies and hedge funds are taking advantage of the new rule. It includes assessing the impact of general solicitation on the market for private securities and -importantly -on identifying fraud if it is occurring. If it is, we can seek to stop those in their tracks, who would inappropriately take advantage of this new more open environment.
The SEC’s bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. Historically, these opinions were usually based (albeit not always explicitly) on the non-exclusive safe harbor of Rule 506. The addition of bad actor disqualification in new Rule 506(d) is raising concerns for a number of reasons, including:
– The large number of potential covered persons;
– The unanswered interpretational questions, such as what it means for an officer to participate in an offering; and
– The fact that some covered persons (e.g., minority investors) may not cooperate in providing information.
To the extent that a lawyer is asked to opine that there are no “bad actors”, this would seem to be no opinion at all but a factual confirmation. Such a confirmation could be obtained from anyone who was willing to take the risk.
I expect that opinion givers will be tempted to assume in their opinions that no covered person is a “bad actor”. However, this assumption comes close to making the opinion worthless because it removes one of the key conditions to the exemption. In the old days (i.e., before September 23), this wouldn’t have been as great a problem because issuers could always fall back on Section 4(2) of the Securities Act and (hopefully) a corresponding state private placement exemption. Now, issuers are likely to be engaging in general solicitations in reliance on the SEC’s other amendment to Rule 506. If these issuers lose the Rule 506 safe harbor, they are likely to have lost the Section 4(2) exemption, federal preemption and equivalent state law exemptions.
Here’s news from this blog by Prof. Larry Hamermesh:
I woke up this morning to news from the ever-faithful and thorough Chancery Daily that the plaintiffs in the FedEx/Chevron exclusive forum provision litigation have voluntarily dismissed their appeal of Chancellor Strine’s June 25, 2013 opinion generally validating forum selection bylaw provisions.
Plaintiffs’ counsel could hardly have made a more tactically intelligent move. As persuasive as Chancellor Strine’s opinion is – most people I talk to in Delaware believe that it was a shoe-in for affirmance – taking away the possibility of an endorsing opinion from the Delaware Supreme Court leaves at least a residual crack of daylight for plaintiffs to argue, in cases brought outside of Delaware, that exclusive forum bylaw provisions are generally unenforceable. That crack of daylight can only assist plaintiffs’ counsel who, for tactical reasons, would rather not litigate class or derivative claims in Delaware due to a sense that at least in some cases those claims would have settlement value that they wouldn’t have if brought in Delaware.
As you might guess, I view the dismissal of the appeal with considerable disappointment. I was hoping for and expecting a strong affirmance of the Chancellor’s ruling. Moreover, I expect that other plaintiffs’ counsel will learn a lesson from the FedEx/Chevron plaintiffs and make defendants invoke exclusive forum bylaws in jurisdictions outside of Delaware, where the courts may be less sympathetic to them.
FASB: Disclosure Framework Project FAQs
Recently, the FASB published this set of FAQs about its disclosure framework project. In FEI’s “Financial Reporting Blog,” there is an explanation of the status of this project (“bifurcated”) – as well as a status report on the IASB’s Disclosure Initiative.
SCOTUS Considers Scope of Preclusion of State Law Securities Fraud Class Actions Under Federal Law
Here’s news excerpted from this Simpson Thacher memo: Last week, on the first day of the new term, the Supreme Court heard oral arguments in Chadbourne & Parke LLP v. Samuel Troice in which the Court is expected to clarify the scope of preclusion under the Securities Litigation Uniform Standards Act (“SLUSA”) of state-law securities fraud class actions. SLUSA precludes state-law fraud class actions to the extent they are “in connection with” SLUSA-covered securities. The Court will likely resolve a circuit split and determine when an alleged misrepresentation is sufficiently related to the purchase or sale of a covered security to satisfy the “in connection with” requirement for SLUSA to preclude state-law class actions.
Hats off to Jonathan Ingram, who was tapped as Acting Chief Counsel & Associate Director for Corp Fin. Jonathan has served as Deputy Chief Counsel for nine years. And last week, Corp Fin announced that Mark Kronforst was promoted from Associate Director to the Division’s Chief Accountant. He fills a hole in the Division that has lasted several years. Craig Olinger had served as Acting Chief for quite a while – longer than some would stay in the job on a “permanent” basis…
With the shutdown finally over – just in time as the SEC was running on fumes – the SEC has removed the “operating status” box from its home page…
Last week, Nasdaq filed a petition for rulemaking with the SEC seeking more disclosure about how proxy advisors disclose their models and methodologies. The SEC’s existing positions in this area emanate from a ’03 amendment to the Investment Advisers Act and a pair of ’04 no-action letters. Here’s a WSJ op-ed from Nasdaq describing the petition. See Ning Chiu’s blog on the petition.
Mark Cuban: Jury Finds Not Liable of Insider Trading
Yesterday, as noted in this DealBook article, a jury found Mark Cuban not liable of insider trading (I had just blogged an update on this lengthy case). Although his trial wasn’t mentioned the night before during a Leno appearance, Mark was quite critical of the SEC during the remarks he made right after the verdict was read. The SEC takes another one on the chin in court…
Although it’s been clear that SEC Chair White’s priorities are in the enforcement area, it appears that she intends to make an impact in the area of corporate disclosure. Yesterday, she delivered this speech on disclosure reform that expresses concern for information overload and summarizes the history of other reform projects over the years.
The speech notes that the Regulation S-K study mandated by the JOBS Act – which is coming soon – is just the first step towards a project with a larger scope. There is a mention of social media (but none of mobile devices). And the last paragraph before the “Conclusion” raises the prospect of companies filing a “core document” or “company profile” with information that changes infrequently – a concept that has been kicked around internally at the SEC for a while. And of course, this was a project that Meredith Cross was dying to undertake while Corp Fin Director until the financial crisis got in the way. It will be interesting to see how folks react to this important speech (comments like this one have been sent in over the years) – this Reuters article states that both investors and corporates were happy with it…
Say-on-Pay: Now 61 Failures
Last week, Masimo Corporation became the 61st company to fail its say-on-pay in ’13 – see the Form 8-K – with 48% support (the company failed last year with only 37% support). Note that the 8-Ks doesn’t quite characterize the vote as a failure, as it just provides the share data. However, the proxy statement states that abstentions have the effect of an “against” vote – so when the math is done, the company received less than majority support.
With 61 failures, this year now ties last year with the number of failures. Thanks to Karla Bos of ING for the heads up on this!
Pay Ratio Proposal: Chamber & Others Request 60-Day Extension
And last week, the Chamber of Commerce and 13 other organizations sent this letter to the SEC requesting a 60 day extension of the pay ratio comment deadline. A little early in the comment process in my opinion to seek an extension – but it’s not a surprise given how outspoken some of these groups have been about this provision of Dodd-Frank…
Meanwhile, Towers Watson has these survey results about how respondents felt would be the biggest challenges if the SEC adopted a pay ratio rule (56% concerned with complying; 31% concerned about where ratio stands compared to peers; 21% concerned about explaining process of determination).
No official word yet, but given that the SEC said a few weeks ago that it has enough “carryover balances” to fund it for a few weeks during the shutdown, the agency probably just has a handful of days left before it needs to implement its shutdown plan. Luckily, yesterday was a federal holiday – so that bought the SEC one more precious day.
If the SEC implements its shutdown plan, roughly 250 of the SEC’s 4000-plus staffers would keep on working and EDGAR would remain operational – but most core Corp Fin operations would stop including registration statement reviews. So bear in mind this notice that companies should plan to accelerate their registration statements while they can if at all feasible.
We wait with bated breath for the SEC to post an update as to when a change in its operational status will take place…
Court Challenges to SEC Conflict Mineral Rules Continue
Here’s news from Davis Polk’s Ning Chiu from this blog:
Last week, the National Association of Manufacturers, Chamber of Commerce and the Business Roundtable began their appeal of the SEC conflict minerals decision with an opening brief filed in the U.S. Court of Appeals for the District of Columbia. We discussed previously the district court case upholding the SEC rules. The Appellants’ arguments are largely similar to those raised in the district court case.
The brief contends that the Commission’s analysis was “woefully inadequate” in four respects: refusing to create a de minimis exception, requiring reports if minerals “may have originated” in the Congo, expanding the scope to include non-manufacturers and allowing only a limited transition period for larger companies. Below is a summary of each argument:
De minimis exception. While the SEC inferred that Congress intended to preclude a de minimis exception because it did not do so explicitly, and even a very small amount of minerals could be necessary to a product’s functionality, the appellants attest that the Commission has express statutory authority to create exemptions for the Exchange Act section that governs these rule as well as implied authority to provide exemptions if the regulatory burdens yield little gain. In addition, the SEC’s decision not to provide any exception, even in some narrow form, lacked any rational analysis.
“Did originate” requirement. The appellants assert that the statute only requires disclosure of whether minerals “did originate” and the SEC wrongly adopted a “may have originated” standard instead. The district court had found the SEC’s interpretation to be reasonable as a means for how companies would determine whether their minerals “did originate,” and believed that the distinction is merely one of “semantic(s).” Appellants, however, claim the SEC’s standard is extremely broad in its application, forcing companies to “prove a negative” that their minerals did not originate from the DRC.
Including non-manufacturers. Appellants maintain that the statute is not ambiguous as to the types of companies that are subject to the law, as the statutory reference to “contract to manufacture” was intended to be restricted only to the products to be included, while “manufacture” was the appropriate trigger for determining which companies are covered.
Phase-in period. Appellants emphasize that the SEC was flawed in giving small companies four years and larger companies only two years to comply, given that larger companies will need to rely on those small companies for their reports.
Finally, the brief alleges that the rule violates the First Amendment by forcing companies to publicly state on their own websites that their products are “not DRC conflict free,” which serves as a “scarlet letter,” and will also frequently be false or misleading.
A Conflict Minerals Rulemaking Petition: From the Corporate Perspective
It’s not every day that someone in our community submits a rulemaking petition to the SEC. Recently, Troutman Sanders’ Brink Dickerson submitted this petition for further rulemaking in the conflict minerals arena – which perhaps could also be viewed as a way to help direct the SEC to consider given the efforts that companies are having to go through in order to become compliant.
Remember that you can submit comments on a rulemaking petition – unfortunately, you can do so only by email (which the SEC would then convert into a PDF and post) – not through an online form like you can with any of the SEC’s proposed rules. The SEC does not formally consider rulemaking petitions that often – most are submitted by special interest groups – but any positive comments might help this one get attention.
Brink reminds us that where a SEC registrant sells a business during a year, the seller still is responsible for conflict mineral reporting for the portion of the year that it owned the business and needs to make sure that its sale agreement provides it with appropriate access to information and support in fulfilling that obligation.
Recently, I ran into a friend who I hadn’t seen in a while and he mentioned that he read my blog for the cartoons. I assumed he was referring to my world’s largest list of Flintstones characters. But just in case he was not, here is one that reflects the sheer ridiculousness of this shutdown from “Poorly Drawn Lines”…
Early this year, I met a woman sitting next to me at a small meeting named Julie Yip-Williams who practices at a major firm in New York City. We did not talk long but I liked her and invited her to join my advisory board for this site. I was shocked to recently learn that she is battling colon cancer – and has been writing regularly in her blog about that battle. If you find her writings to be inspiring, please drop her a line to say so – even if you have never met her. A young mother of two, it’s selling her short to say that she is inspiring and quite a writer.
Below is a list of Julie’s favorite posts:
– Invictus explores the questions of why and whether there is a reason and purpose for all the bad things that happen in the world. Smarter thinkers than I have considered these abstract and metaphysical questions for centuries. This is my humble attempt.
– Moments of Happiness describes how I have come to find happiness after being diagnosed with cancer.
– Faith, A Lesson of History speaks to my love of personal history, in large part because my memories serve as the source of the faith I have in my own strength. I believe that strength lives within each of us; it’s just a matter of whether we are willing to study our own past to unlock that strength.
– Deals With God describes my belief in God, the rage I’ve felt for him, the love I have for my husband, the fear I have for the safety of my family after being diagnosed with cancer and the deal I am making with God now.
– Dreams Forsaken is a seemingly sad piece about the dreams that cancer has taken from me, but it is excruciatingly honest and through that honesty I find comfort and the hope of new dreams.
– Numbers Mean Squat describes my sentiments about my statistical odds of survival.
– I’m Not Crazy is an explanation of why I believe sharing my cancer fighting journey with the entire world denies the cancer power over me.
– Armor On! is what I read when I am preparing myself for chemo, complete with a speech for the chemo and a battle cry.
Insider Trading: The SEC v. Mark Cuban Case Continues
Thankfully, I haven’t been blogging about all of the developments in the SEC’s insider trading case against Mark Cuban – for violating a confidentiality agreement – because it’s been years and still ongoing (this was my initial blog about it). Here is Professor Bainbridge’s blog on the latest as the case proceeds to a jury trial…
Survey: Board Attitudes
Recently, BDO USA released this board survey that, among other things, shows that:
– Social Media – 64% are aware of the new SEC guidance that allows companies to disclose material information through postings on social media, but only 11% anticipate utilizing social media for material disclosures in the future.
– Time Management – When asked what topics they would like to spend more or less of their time on, directors cite succession planning (47%) and studying industry competitors (45%) as areas they would like to spend more time. Risk management (38%) and evaluating management performance (32%) were the other areas where sizable percentages expressed an interest in spending more time. Perhaps more revealing is how few of these directors expressed a desire to spend less time on any of these areas, with the possible exception of compliance and regulatory issues.
– Ranking Risks – 69% cite regulatory/compliance overload as the greatest risk facing their businesses. Cyber breaches (13%), fraud/corruption (9%), privacy violations (6%) and intellectual property misappropriation (3%) are cited by far smaller percentages. When asked to identify the greatest risk for fraud at their companies, a large proportion cite embezzlement or similar crimes against the company (42%). Corruption/bribery (20%), earnings management (18%), insider trading (12%) and revenue recognition (8%) are cited by smaller proportions.
– Executive Pay – Given the sensational performance of the stock market in 2013, 34% are concerned that this focus on equity is leading to a growing gap in compensation between the CEO and other members of the management team. Of those expressing this concern, a majority (56%) believe the most approach to address the gap is to expand equity-based compensation to more members of the management team, while one-third (33%) suggest moving a larger portion of CEO compensation back to traditional, long-term cash or annual cash incentive programs. Few (11%) suggest re-introducing executive perquisites back into the compensation mix for key employees.
When asked what performance measurement they consider the best substitute for at least a portion of equity-linked pay, directors cite profit growth (39%) and free cash flow (24%) as the most likely substitutes. Operational efficiency (18%), revenue growth (14%) and market share (6%) are the other alternative measurements cited by the directors.
Last week, Twitter’s Form S-1 was made public, as noted in this DealBook piece. As noted in this article, perhaps too much information was revealed because a lock-up expiration date was included – although predicting a date that an IPO will go to market off this information is plain silly. That is dependent on market conditions, etc. – not driven by a date in a pre-effective registration statement that can be easily changed.
As you can imagine, I received a lot of feedback on my recent blog about Twitter’s IPO. First, here’s the poll results in response to the question of “whether you think that a response of dot-dot-dot is the equivalent of no comment:”:
– No comment – 53%
– Yes, we are doing an IPO – 25%
– Get out of my way – 11%
– Did you just slip me a mickey? – 12%
One member asked what dot-dot-dot means in Morse code? It is “S” according to this chart. And this article about the shares of Tweeter Homes taking off is hilarious!
More on “Can Companies Announce Confidential S-1 Submissions By Tweet?”
The other issue that I blogged about was the ability of companies to rely on Rule 135 to announce a confidential Form S-1 submission by a tweet. I argued that a tweet could comply with Rule 135. But I will now make the interesting observation that a Rule 134 notice (the applicable safe harbor after filing) probably couldn’t be relied upon for a tweet due to the more lengthy disclaimers in that rule – juxtaposed by the fact that a tweet is limited to 140 characters – unless there was clearer guidance from the SEC that the disclaimers could simply be linked to in the tweet.
As for whether a confidential submission in considered to be a “filing” – thus rendering Rule 135 inapplicable – the Corp Fin Staff issued this FAQ:
Question: Does the confidential submission of the draft registration statement constitute a filing for purposes of the prohibition in Section 5(c) against making offers of a security in advance of filing a registration statement?
Answer: No, since the confidential submission is not the filing of a registration statement, it would not count as the filing of a registration statement for purposes of Section 5(c).
As I originally blogged, I think it would be hard to argue that a tweet does not fit within the plain meaning of Rule 135 since the rules lays out what is permitted, not what is required (beyond a simple legend).
Should Companies Use Their Ability to Make Confidential S-1 Submissions?
Many in the mass media became fixated with the ability of qualified companies – as now permitted per the JOBS Act – to file their initial registration statements with the SEC confidentially. Here are articles in favor (or neutral):
It’s funny to see the mass media wrestle with the risk factors in Twitter’s IPO (and this blog notes 5 favorites). I count 55 risk factors in Twitter’s Form S-1. As I wrote in my “Risk Factors Handbook,” companies typically have between 20-30 risk factors in their disclosure – with IPOs having even more. Facebook had about 50. Do you think the number of risk factors corresponds to the overall risk of investing in a particular IPO?
Poll: How Many Weeks Do Investors Need to Digest the Form S-1 Before an IPO?
In the media articles against the confidential process above, the most cited criticism is that the period of time before a Form S-1 is publicly available before the IPO commences might be as short as 21 days under the JOBS Act. As noted in this New Yorker piece, this is not much shorter than the IPOs of Apple and Microsoft back in the day – but don’t let that sway your vote below:
From our recent proxy disclosure conference, we felt that the keynote remarks of Gibson Dunn’s John Olson are so important for all practitioners to hear that we transcribed them and are making them freely available among other important remarks made at our conferences over the years…
Here’s news from Davis Polk’s Ning Chiu from this blog:
ISS received more than 500 responses on emerging issues that could make up its policy update for the 2014 season, with a total of 128 institutional investors and 350 corporate issuers. Over 90% of the issuers were based in the United States, compared to 66% of the investors.
Last year, ISS implemented a controversial policy that they will recommend against any board that fails to respond to a shareholder proposal that receives a majority of votes cast. Recognizing the flak that resulted, ISS included a question about the policy in this year’s survey. Only 36% of investors indicated that the board should implement specific actions, while 40% wanted the board to exercise its discretion freely. Another 24% of investors suggested it depended on the circumstances, including the level of shareholder support on the proposal. It is unclear whether these survey answers will change the policy.
Investors were more inclined to rally around concerns of director tenure, as more than 10 years would be deemed problematic by 74%, with concerns related to independence and limitations on the board’s ability to change its membership. Over half of investors encouraged rotation of key positions such as board chair, lead director and committee chairs.
Service on other public company boards is one way investors assess director performance, including positive factors such as a director’s breadth of experience and expertise, or negative aspects such as governance concerns at those other companies. Fifty-four percent of investors believe ISS should consider company performance, primarily TSR, when evaluating directors.
More than half of the investors indicated it would be appropriate for ISS to distinguish policies based on company size when it comes to equity compensation plans, but not as many investors supported differentiation for issues such as chair and CEO separation.
Performance conditions on equity awards in equity-based compensation plans seeking shareholder approval were considered very significant by 75% of investors if ISS moves to a holistic approach to equity plan evaluation, while the cost of the plan and other features such as vesting requirements were similarly viewed by a majority of investors.
For share authorizations, a large number of investors found the size of the requested increase, the ratio of outstanding compared to new potential shares and the use of the shares to be important. More than half indicated that a company’s governance structure was very important in these voting decisions.
The next step is for ISS to release draft policies for open comment, before issuing new policy updates in November.
California Overhauls State Anti-Securities Fraud Statute
A few weeks ago, California Governor Jerry Brown signed into law Senate Bill 538–which overhauls the anti-fraud provision of the California Securities Law of 1968, and will likely make it more difficult for would-be plaintiffs to maintain lawsuits for securities fraud. Specifically, SB 538 revises California Corporations Code § 25401 to make it unlawful, in connection with the offer, sale, or purchase of a security, to: (a) employ a device, scheme, or artifice to defraud; (b) make an untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
Learn more in the memos posted in our “California” Practice Area – and in this Keith Bishop blog entitled “Die Verwandlung: How The Legislature Likely Raised The Bar On Securities Fraud Actions”…
