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Constitutional Challenges Securities Regulation

Fenwick & West LLP

ISS Files Suit Against Texas SB 2337

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Glass, Lewis & Co. (Glass Lewis) filed a complaint in the U.S. District Court for the Western District of Texas on July 24, 2025, seeking to end SB 2337, which was recently signed into law in June and will become effective...more

Vinson & Elkins LLP

Texas Hold ‘Em: New Law Requires Proxy Advisors to Show Their Cards if “Nonpecuniary” Factors Guide Voting Recommendations -...

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On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more

Venable LLP

Supreme Court Denies Certiorari to Decide FINRA Authority

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On June 2, 2025, the Supreme Court denied a petition for writ of certiorari filed by Alpine Securities Corporation challenging a D.C. Circuit ruling granting only limited, preliminary relief to Alpine. Alpine argued that...more

A&O Shearman

Supreme Court Declines To Hear Constitutional Challenge To FINRA’s Enforcement Powers

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On June 2, 2025, the U.S. Supreme Court declined to hear a challenge brought by a member firm against the enforcement power given to the Financial Industry Regulatory Authority (“FINRA”). The Court’s decision to turn away...more

Katten Muchin Rosenman LLP

SEC Requests Stay of CAT-Related Class Action Proceedings

On June 11, the Securities and Exchange Commission (SEC) requested a stay of proceedings in a pending class action lawsuit challenging the SEC’s implementation of the Consolidated Audit Trail (CAT). The SEC’s rationale for...more

Shumaker, Loop & Kendrick, LLP

Client Alert: The Supreme Court Declines to Address Challenges to FINRA Enforcement Proceedings, and FINRA Proposes Rules to Avoid...

On June 2, 2025, the Supreme Court denied the petition for writ of certiorari filed by Alpine Securities Corporation in Alpine Securities Corp. v. Financial Industry Regulatory Authority. Interestingly, on the same day, the...more

Carlton Fields

U.S. Supreme Court Denies Alpine’s Petition Challenging Constitutionality of FINRA Enforcement Proceedings

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On June 2, 2025, the U.S. Supreme Court denied a petition for writ of certiorari filed by Alpine Securities Corp. in Alpine Securities Corp. v. Financial Industry Regulatory Authority. In doing so, the Supreme Court declined...more

Shumaker, Loop & Kendrick, LLP

Client Alert: FINRA Issues Administrative Order and Decision Regarding Alpine Sanctions

On March 25, 2025, the Financial Industry Regulatory Authority (FINRA) issued a 100-page Administrative Order and Decision confirming and modifying its sanctions of Alpine Securities Corporation, which include expulsion from...more

Allen Matkins

Issuer Retreats From Racial Share Allocation Scheme

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In February, I wrote about a proposed offering that involved a racially based share allocation scheme. Last month, it appeared that the offering was stalled at the Securities and Exchange Commission. Recently, the company,...more

Baker Donelson

Red Tape or Green Future? Unpacking California's Climate Disclosure Laws and the Pushback

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As the federal government works to roll back climate regulations and climate-focused initiatives, states are developing avenues to fill in the gaps left behind. In 2024, the Securities and Exchange Commission (SEC) adopted...more

Allen Matkins

Intentionally Discriminatory Public Offering Stalled At The SEC

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In this February post, I pondered the question of whether an issuer could allocate shares on the basis of race, gender or ethnicity.  That post was inspired by the case of  Glennon v. Johnson, U.S. Dist. Ct. Case No....more

Sheppard Mullin Richter & Hampton LLP

Trump Executive Order Requires Independent Agencies to Submit Regulations for Presidential Review

On February 19, 2025, President Donald Trump signed an executive order (the “Order”) mandating that independent agencies, including the SEC, the FCC, and the FTC, submit proposed regulations for presidential review before...more

Allen Matkins

Does The Stock Market Believe That California's Board Diversity Mandates Enhance Firm Value?

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In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...more

Holland & Knight LLP

En Colombia se declara inexequible artículo que permitía a las SAS ser emisores de valores

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La Corte Constitucional de Colombia, mediante Sentencia C-038 de 2025, declaró inexequible el Artículo 261 de la Ley 2294 de 2023, por medio de la cual se expidió el Plan Nacional de Desarrollo 2022-2026 (PND). El artículo...more

Barnea Jaffa Lande & Co.

Court Ruling on SEC’s Crypto Regulation Approach: A Turning Point?

For years, the crypto industry has faced regulatory uncertainty, with the Securities and Exchange Commission (SEC) relying on “regulation by enforcement” rather than establishing specific rules for digital assets. Coinbase,...more

Carlton Fields

Piecing Alpine Together

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Is FINRA constitutional? According to the D.C. Circuit’s November 2024 opinion in Alpine Securities Corp. v. FINRA, FINRA proceedings may be unconstitutional in one narrow set of circumstances. ...more

Carlton Fields

Jarkesy May Reshape SEC Enforcement Against Professionals

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For decades, the SEC has relied on its in-house administrative proceedings to enforce alleged violations under the federal securities laws, including under its own rules of practice....more

Davis Wright Tremaine LLP

3rd Circuit Rules for Coinbase – Reasoned Analysis and Due Process Do Matter

On January 13, 2024, the U.S. Court of Appeals for the 3rd Circuit ruled on Coinbase's Petition for Review of the SEC's Order denying Coinbase's Petition for Rulemaking requesting that the Commission promulgate rules...more

Herbert Smith Freehills Kramer

Third Circuit Chides SEC for Terse Refusal To Engage in Crypto Rulemaking

On Jan. 13, 2025, a unanimous panel of the U.S. Court of Appeals for the Third Circuit held that the Securities and Exchange Commission (SEC or the Commission) violated the Administrative Procedure Act (APA) when it offered...more

Shumaker, Loop & Kendrick, LLP

Client Alert: FINRA’s Enforcement Arm Under Fire

Recent case developments in Alpine Sec. Corp. v. FINRA before the D.C. Circuit cast further uncertainty on the future of the Financial Industry Regulatory Authority (FINRA)’s enforcement arm....more

Ropes & Gray LLP

Third Circuit Coinbase Decision Pressures SEC on Crypto Rulemaking

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On Monday, the U.S. Court of Appeals for the Third Circuit issued the attached opinion requiring the SEC to provide a more complete explanation for its refusal to engage in formal notice-and-comment rulemaking regarding the...more

Blake, Cassels & Graydon LLP

Quebec Court of Appeal Rules on the Limits of CPA Professional Secrecy for Financial Whistleblowing

On November 12, 2024, the Quebec Court of Appeal (QCA) rendered a significant decision in Autorité des marchés financiers c. Ordre des comptables professionnels agréés du Québec (available in French only) relating to section...more

Dorsey & Whitney LLP

The Supreme Court Update - November 25, 2024

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On Friday, November 22, 2024, the Supreme Court of the United States dismissed one case and granted certiorari in two cases: Facebook, Inc. v. Amalgamated Bank, No. 23-980: In June, the Court granted certiorari in this...more

Carlton Fields

FINRA’s Sky Isn’t Falling (Just Yet)

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Is FINRA constitutional? Two cases currently playing out in D.C. federal courts, Alpine Securities Corp. v. FINRA and Kim v. FINRA, tee up that question. But the Financial Industry Regulatory Authority is an unusual target...more

Cranfill Sumner LLP

After Jarkesy, What Is Next for In-House Enforcement Proceedings?

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Much virtual ink has been spilled in the weeks and months since the Supreme Court issued its opinion in Securities and Exchange Commission v. Jarkesy—much attesting to that the decision was the death knell for in-house...more

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