On August 29, 2012, the SEC announced proposed rules to eliminate the prohibition against general solicitation and general advertising in certain securities offerings.
On July 9, 2012, the SEC took a step toward regulating the over-the-counter derivatives market by unanimously approving rules and interpretations for key definitions of certain derivative products.
On May 23, 2012, the Delaware Court of Chancery issued an opinion that analyzed whether (1) promissory notes were securities, and (2) if so, whether their issuance without preferred shareholder approval violated preferred shareholders' rights when such shareholders had consent rights over the issue of "any security."
Recently, the Second Circuit reversed an order of a lower court that denied leave to amend a complaint on the grounds of futility.
On February 23, 2012, the U.S. District Court for the Southern District of Texas dismissed the federal securities claims brought by a group of U.S. purchasers of a foreign company's stock on the London Stock Exchange based on the U.S. Supreme Court's decision in Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010).
On October 4, 2011, the Financial Industry Regulatory Association (FINRA) filed a proposal with the SEC to adopt new Rule 5123.
Proposals On October 18, 2011, the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14F ("Shareholder Proposals").
On October 13, 2011, SEC Chairwoman Mary L. Schapiro and senior SEC staff met with the UK Financial Services Authority's (FSA) Chief Executive, Hector Sants, and its Managing Director of the Conduct Business Unit, Martin Wheatley, as part of the continual SEC-FSA Strategic Dialogue to discuss regulatory approaches to current issues.
On October 14, 2011, the staff of the Division of Corporate Finance of the SEC issued a legal bulletin which provides guidance on preparing legality and tax opinions filed in connection with registered offerings of securities.
On September 27, 2011, the SEC announced that the national securities exchanges and FINRA are filing proposals to revise existing market-wide circuit breakers that are designed to address extraordinary volatility across the securities markets.