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On this episode of Fully Invested, Ropes & Gray asset management partner Jessica Marlin and capital markets counsel Marc Rotter discuss '34 Act Registered Private Funds. These funds register under the Securities Exchange Act of 1934 and disclose information publicly, while remaining exempt from the Investment Company Act of 1940. Jessica and Marc explore the funds' features and differences in comparison to traditional private funds.
On this episode of Fully Invested, Ropes & Gray asset management partner Jessica Marlin and capital markets counsel Marc Rotter discuss '34 Act Registered Private Funds. These funds register under the Securities Exchange Act of 1934 and disclose information publicly, while remaining exempt from the Investment Company Act of 1940. Jessica and Marc explore the funds' features and differences in comparison to traditional private funds.
This Day in Legal History: SEC EstablishedOn this day in legal history, June 6, 1934, the United States Securities and Exchange Commission (SEC) was established as part of the sweeping reforms of the New Deal. The SEC was created by the Securities Exchange Act of 1934 in response to the stock market crash of 1929 and the ensuing Great Depression, which exposed widespread fraud, manipulation, and lack of oversight in the financial markets. Its primary mission was, and remains, to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.President Franklin D. Roosevelt appointed Joseph P. Kennedy, a former stockbroker and businessman, as the SEC's first chairman. The choice was controversial—Kennedy had profited handsomely from some of the same speculative practices the SEC was meant to prevent—but Roosevelt believed that Kennedy's insider knowledge would make him an effective regulator.The SEC was empowered to regulate the securities industry, enforce federal securities laws, and oversee the nation's stock and options exchanges. Among its early duties were requiring public companies to file detailed financial disclosures, registering securities before public offering, and monitoring insider trading. The commission also played a key role in restoring investor confidence in U.S. capital markets during a time of deep financial mistrust.Over time, the SEC expanded its reach, responding to new financial products, trading technologies, and crises. From investigating corporate accounting scandals like Enron and WorldCom, to managing the regulatory fallout of the 2008 financial crisis, the SEC has remained a pivotal force in shaping American financial law. It continues to evolve, now addressing issues such as crypto asset regulation, ESG disclosures, and algorithmic trading.Speaking of the SEC, U.S. District Judge Reggie Walton dismissed a lawsuit challenging the SEC 2020 rule changes that made it more difficult for shareholders to submit proposals at corporate annual meetings. The rules, enacted late in President Trump's term, raised the ownership thresholds and lengthened holding periods required to file shareholder proposals. They also introduced stricter resubmission requirements for proposals previously rejected by shareholders.The plaintiffs, including the Interfaith Center on Corporate Responsibility, As You Sow, and shareholder advocate James McRitchie, argued the changes disproportionately harmed proposals on environmental, social, and governance (ESG) issues and reduced long-term shareholder value. They claimed the SEC failed to assess the benefits of such proposals before implementing the rules.Judge Walton rejected these claims, ruling that the SEC adequately justified the changes under its mandate to promote efficiency, competition, and capital formation. The SEC, which had defended the rules during both the Trump and Biden administrations, argued that the reforms ensured shareholder proposals had broader relevance and potential for meaningful corporate action. The 2020 vote on the rule changes split along party lines, with Republican commissioners in support. While the SEC declined to comment on the ruling, the plaintiffs expressed disappointment and affirmed their commitment to corporate engagement on environmental and social issues.SEC wins dismissal of lawsuit challenging tighter rules on shareholder proposals | ReutersOpenAI filed an appeal challenging a court order that requires it to indefinitely preserve ChatGPT output data in an ongoing copyright lawsuit brought by The New York Times. OpenAI argues the order conflicts with its user privacy commitments and sets a troubling precedent. The preservation directive was issued last month after The Times requested that all relevant log data be maintained and segregated.OpenAI CEO Sam Altman publicly criticized the order on social media, affirming the company's stance against actions it sees as compromising user privacy. The appeal, filed on June 3, asks U.S. District Judge Sidney Stein to vacate the preservation requirement.The lawsuit, filed in 2023, accuses OpenAI and Microsoft of using millions of Times articles without permission to train ChatGPT. In April, Judge Stein ruled that The Times had plausibly alleged that OpenAI and Microsoft may have encouraged users to reproduce copyrighted content. The ruling rejected parts of a motion to dismiss the case and allowed several of the Times' claims to move forward, citing multiple examples of ChatGPT generating material closely resembling Times articles.OpenAI appeals data preservation order in NYT copyright case | ReutersPresident Donald Trump's 2026 budget proposal includes a plan to eliminate the Legal Services Corporation (LSC), an independent agency that funds civil legal aid for low-income Americans. The proposal seeks $21 million for an "orderly closeout" of the organization, which had requested $2.1 billion to meet growing demand. The LSC supports 130 nonprofit legal aid programs that assist with issues such as evictions, disaster recovery, and access to public benefits.Critics warn that the move would devastate legal aid access for millions, particularly in rural areas and the South. In Louisiana, for example, there is just one legal aid lawyer for every 11,250 eligible residents. Legal aid leaders say they already turn away half of those seeking help due to budget constraints, and the proposed funding cut would further limit their reach.Organizations like Southeast Louisiana Legal Services and Legal Aid of North Carolina would lose 40–50% of their funding, jeopardizing services for communities still recovering from recent hurricanes. Legal Services NYC, the largest legal aid provider in the country, has implemented a hiring freeze in anticipation of possible cuts.The proposal revives a long-standing conservative goal. Past Republican efforts to dismantle the LSC date back to the Reagan era, and Trump made a similar attempt in 2018. The Heritage Foundation has accused the LSC of supporting controversial causes, but legal aid advocates argue the organization is vital to community stability and fairness in the justice system.Trump Plan to Ax Legal Aid a Conservative Aim That Targets PoorIn a piece I wrote for Forbes last week, I discuss how the IRS has quietly released the underlying codebase for its Direct File program on GitHub, marking a rare moment of transparency in government software. At the center of this release is something called the “Fact Graph,” a logic engine that models tax rules as interrelated facts rather than a linear checklist. Built using XML and Scala, the Fact Graph interprets ambiguous tax data, identifies contradictions or omissions, and suggests paths forward, all in a transparent, declarative format.What sets this apart is that, unlike proprietary tax software, Direct File's logic isn't hidden—it's open, reviewable, and potentially improvable by anyone. This move not only demystifies some of the inner workings of tax enforcement but also sets a precedent: if algorithms are mediating our legal obligations, we should be able to see and understand the rules they follow.The release is particularly striking in an era of eroding public trust in institutions and increasing reliance on automated decision-making. While Direct File itself remains limited in scope and its future uncertain, the open-sourcing of its logic engine may have laid the groundwork for broader change. Other agencies—from state tax departments to those experimenting with AI-driven policy enforcement—could adopt similar transparency, allowing the public to engage with and even help refine the systems that govern them.Peeking Behind The Code—IRS Just Open-Sourced Direct FileThis week's closing theme is by Robert Schumann and comes courtesy of Christopher Zbinden. This week's closing theme is Robert Schumann's Toccata in C major, Op. 7, a dazzling showcase of Romantic-era pianism and one of the most technically demanding works in the standard repertoire. Composed in 1830 and revised in 1833, the piece earned a reputation early on as a pianist's Everest—Franz Liszt himself dubbed it “the hardest piece ever written.” Clocking in at just over five minutes when played at tempo, it's a relentless whirlwind of perpetual motion, requiring both physical stamina and interpretive precision.The toccata form, traditionally a virtuosic keyboard piece emphasizing dexterity, becomes in Schumann's hands something more cerebral. Beneath its bravura surface lies a structure built on two contrasting themes, developed with intricate counterpoint and rhythmic displacement. The left hand must execute rapid repeated notes and wide leaps with precision, while the right weaves through syncopated figures and chromatic runs, creating a dense musical texture.Schumann dedicated the piece to his friend Ludwig Schuncke, who had recently died at the age of 23. That personal connection adds an emotional layer to a work that might otherwise be heard as pure technical spectacle. Unlike many showpieces of the era, Schumann's Toccata isn't just difficult for difficulty's sake—it's an expression of obsession, energy, and youthful ambition.For a composer better known for lyrical piano miniatures, the Toccata is an early signal of the depth and range Schumann would explore in later works. As this week closes, it offers a fitting sendoff: intricate, driven, and a little manic—in the best Romantic sense of the word.Without further ado, Robert Schumann's Toccata in C major, Op. 7 – enjoy! This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe
In Lecture Three of the Business Associations series, we explored the complex legal framework governing corporations, the most dominant form of business organization today.We began by defining a corporation as a separate legal entity, distinct from its owners (the shareholders), with the capacity to own property, sue and be sued, and exist indefinitely. Key characteristics include limited liability, centralized management through a board of directors, free transferability of shares (in public corporations), and perpetual existence.We examined the process of formation, including filing articles of incorporation, adopting bylaws, appointing directors and officers, and issuing stock. We reviewed the different types of corporations, including publicly held corporations, closely held corporations, nonprofit corporations, and S corporations, which pass income directly to shareholders for tax purposes.We explored limited liability, noting how shareholders are generally protected from personal liability but how courts may pierce the corporate veil when the entity is abused for fraud or injustice, as seen in Walkovszky v. Carlton.We discussed fiduciary duties owed by directors and officers:The duty of care, protected under the business judgment rule, requiring informed, rational decisions.The duty of loyalty, prohibiting self-dealing and conflicts of interest, as highlighted in Guth v. Loft.Shareholders have rights to vote, inspect records, receive dividends, and bring derivative suits on behalf of the corporation.We touched on securities regulation, including the Securities Act of 1933, the Securities Exchange Act of 1934, insider trading rules, and key cases like SEC v. Texas Gulf Sulphur Co.We also considered corporate finance, governance mechanisms, and doctrinal debates over shareholder primacy, stakeholder theory, and reforms promoting environmental, social, and governance (ESG) accountability.Key TakeawaysCorporations are separate legal entities with perpetual existence.Shareholders enjoy limited liability but must respect formalities.Directors and officers owe duties of care and loyalty.The business judgment rule protects good-faith decisions.Shareholders have voting, inspection, and derivative rights.Veil piercing occurs only under exceptional misuse.Securities laws regulate disclosure and trading in public firms.Corporate finance balances debt and equity mechanisms.Governance structures aim to align management and shareholder interests.Ongoing debates address shareholder versus stakeholder models.
John is joined by Jesse Bernstein, Partner in Quinn Emanuel's New York Office and Co-Chair of the Securities Litigation Practice. Jesse explains that the term “securities” applies not only to stocks and bonds, but arguably to any situation where a group of investors place their resources into a common entity where they expect to make profits from the efforts of others. He describes the sources of securities law, including state blue sky laws, the Securities Act of 1933 (which focuses on initial issuances), the Securities Exchange Act of 1934 (which focuses on intentional misrepresentations in securities transactions and the Private Securities Litigation Reform Act of 1995 (which sought to curb perceived abuses in securities litigation by raising the pleading standards required to establish scienter and creating a safe harbor for forward looking statements). They discuss the Supreme Court's recent ruling in Moab Partners v. Macquarie Infrastructure that pure omissions of material fact are not actionable under Rule 10(b)(5) because the rule only covers affirmative misstatements. Jesse then explains how a Quinn Emanuel team obtained a jury verdict last year in Elon Musk's favor in a rare securities class action trial on a $12 billion claim based on Mr. Musk's tweet about taking Tesla private. He describes the arguments made concerning materiality and loss causation that ultimately led to the victory. Finally, they discuss upcoming issues in securities law including how the Macquarie decision will impact cases. Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi
Blockchain DXB | May 01, 2025Episode Title: AI Takeover: Fed Warnings, BlackRock Tokenisation, XRP & DOGE ETF Delay, and MoreSeries: Blockchain DXB – AI Takeover
Today we sat down with Chris Tyrell, owner of Chris's Garage Doors, as he shares how his trajectory went from ministry to entrepreneurship as a platform for giving back and spreading the gospel. He discusses why faith thrives in the workplace, the power of community-driven business, and how true joy, not just happiness, can be found even in suffering. Tune in for an inspiring conversation on purpose and impact! To learn more, check out chrisgaragedoors.com Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
In this episode, we sit down with Cam Kenyon to explore The Bridge, a bold social enterprise by Revive Church in Arvada, Colorado. Cam shares how this 115,000-square-foot shopping center was transformed into a thriving hub for purpose-driven organizations with the purpose of fostering the peace and prosperity of the Northwest Denver Metro Area. By forging strategic partnerships and focusing on community impact, The Bridge seamlessly blends church ministry with real-world solutions, providing resources and services to give people a hand-up and out of poverty - financial, relational, and spiritual. To learn more, check out thebridgearvada.com/ Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
In this episode, we sit down with Erik Olson, founder of Dignity Made, a social enterprise reshaping the Philippine coconut industry. Erik shares his journey from the business world to humanitarian work, ultimately leading him to create a company dedicated to fighting poverty and exploitation among coconut farmers. Through partnerships with 156 farming families, Dignity Made provides fair wages and empowers communities to break free from predatory lending practices To learn more, check out https://dignitymade.com/ Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
This week Ryan sits down with Jamie Van Leeuwen, Managing Director at BuildStrong Foundation, to talk about his extensive work in community development from Urban Peak to founding the Global Livingston Institute and serving as Deputy Chief of Staff for John Hickenlooper. Now focused on affordable housing and workforce development, Jamie shares insights on the challenges in the housing sector, the role of public policy, and the importance of engaging young people in community solutions. He offers a compelling perspective on addressing the housing crisis through innovative, community-driven solutions. To learn more, check out https://buildstrongacademy.org/ Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
In this episode we're joined by Andrew DeVaney of As One Ministries as he shares with us his work in Uganda, working to build sustainable models where communities invest in their own development rather than relying only on charity. They discuss the power of trust, meaningful relationships, and why leaders and missionaries must be learners, taking time to listen and understand their communities. Tune in for a fresh perspective on impact and community driven change. To learn more, check out asoneafrica.org Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
Leadership is challenging, and it is even more challenging when you're in an impact and servant hearted type of role. As we enter into 2025 and leaders are focused on impact, we set aside time with Steve Van Diest of Acumen to discuss some key trends that servant hearted leaders will face as they seek impact in 2025. Steve brings a wealth of experience and ministry, business, investing, and coaching. His work with Acumen gives him a special angle and viewpoint on the challenges that leaders are facing today. To learn more, check out acumenimpact.com/ Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
This lecture excerpt comprehensively covers Limited Liability Companies (LLCs) and securities regulation, two crucial areas of corporate law. It details LLC formation, emphasizing Articles of Organization and the crucial Operating Agreement, and explores various management structures and tax implications including pass-through taxation and the option for corporate taxation. The section on securities regulation explains the Securities Act of 1933 and the Securities Exchange Act of 1934, focusing on registration requirements, disclosure obligations, and the prevention of insider trading. Hypothetical scenarios illustrate the practical application of these legal concepts, reinforcing the lecture's emphasis on compliance and the importance of understanding the legal and ethical responsibilities associated with LLCs and securities. --- Support this podcast: https://podcasters.spotify.com/pod/show/law-school/support
“My way of thinking about the soul is that it's driving everything that matters to you. As it goes with your life, so it goes with your soul.” Mindy Caliguire, founder of Soul Care and author of Ignite Your Soul, joins us today as we talk through the critical intersection of leadership and soul care. She shares insights surrounding the true devastating effects of burnout and the importance of understanding how to care for and replenish the soul as the key to any real impact in the world. To learn more, check out https://www.soulcare.com/ignite-your-soul For Soul Care's “21 Day Jumpstart to Journaling” check out https://www.soulcare.com/21-day-jumpstart-lp Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
This Day in Legal History: Joseph H. Rainey Sworn in to U.S. House of RepresentativesOn December 12, 1870, Joseph H. Rainey was sworn in as the first Black member of the U.S. House of Representatives. Born into slavery in South Carolina in 1832, Rainey and his family gained their freedom when his father purchased their emancipation. Rainey became a successful businessman and returned to the United States after living in Bermuda during the Civil War. During the Reconstruction era, he was elected to Congress as a representative for South Carolina's 1st Congressional District, where he served until 1879.In Congress, Rainey was a vocal advocate for civil rights, emphasizing the need for laws to protect Black citizens from discrimination and violence. He supported the Enforcement Acts, which aimed to curb the activities of groups like the Ku Klux Klan, and championed education and economic opportunities for freedmen. Rainey's tenure was marked by his resilience in the face of racism and his efforts to uphold the principles of equality during a tumultuous period in American history.Also on this day in 1787, Pennsylvania became the second state to ratify the U.S. Constitution. This significant decision was instrumental in encouraging other states to adopt the Constitution, ensuring the establishment of a unified federal government. Pennsylvania's ratification, occurring just five days after Delaware's, helped build momentum for the creation of the United States as a constitutional republic.Both events reflect crucial turning points in American history: one symbolizing progress in representation and civil rights, the other laying the foundational framework of the nation's governance. Together, they highlight the evolving journey of equality and democracy in the United States.The Biden administration has advised the U.S. Supreme Court to avoid taking up cases brought by oil companies and Republican-led states aimed at blocking state and local climate change lawsuits. Solicitor General Elizabeth Prelogar urged the Court to decline appeals from oil companies challenging a Hawaii Supreme Court decision that permits Honolulu to sue major fossil fuel companies for allegedly deceiving the public about climate change. She also recommended rejecting efforts by 19 Republican-led states to prevent Democratic-led states from pursuing similar lawsuits. Prelogar argued that the oil companies' constitutional claims are still being addressed in lower courts and that the Republican-led states lack standing to block lawsuits that target private companies. She dismissed the argument that the lawsuits attempt to regulate emissions—a federal issue—stating the claims do not conflict with federal common law on air pollution. The Republican-led states contend that the Democratic-led lawsuits improperly attempt to regulate global emissions via state courts. These cases involve prominent oil companies such as Exxon Mobil, Chevron, and Shell, as well as multiple state governments. The Supreme Court's conservative majority had earlier sought the solicitor general's opinion on these matters. The cases reflect ongoing legal battles over the intersection of state-level climate accountability and federal jurisdiction.US Supreme Court should avoid climate change cases, Biden administration says | ReutersThe Fifth Circuit Court of Appeals struck down Nasdaq's board diversity rules, reversing a prior SEC-approved mandate requiring Nasdaq-listed companies to diversify their boards or explain why they could not. The 9-8 decision emphasized that the SEC lacked the authority to enforce such requirements under the 1934 Securities Exchange Act, which primarily governs fair trading practices.The regulations, implemented in 2023, required companies to include at least one woman, minority, or LGBTQ+ board member and disclose diversity metrics annually. Conservative groups, led by figures such as Edward Blum, argued that these rules exceeded the SEC's legal scope, ultimately persuading the majority of Republican-appointed judges. Writing for the majority, Judge Andrew Oldham stated that diversity disclosures are not an ethical or customary obligation in securities trade.The dissenting opinion, authored by Judge Stephen Higginson and supported by a mix of Democratic and Republican-appointed judges, argued that the SEC had acted within its authority. Higginson contended that market forces, not judicial intervention, should resolve disputes over the desirability of diversity disclosures. Despite disagreement, Nasdaq has announced it will not appeal the ruling, while the SEC is reviewing the decision.For much more context than I could ever provide, I would encourage a perusal of the excellent Professor Ann Lipton's Mastodon thread breaking down some of the tacit and overt shifts, like the overall reorientation of securities laws to be solely about preventing fraud and the jettisoning of other goals, like accurate pricing.Nasdaq Board Diversity Rules Struck Down by Fifth Circuit (2)Fifth Circuit Strikes the NASDAQ Diversity RuleThe U.S. Justice Department has urged a federal appeals court to reject TikTok's emergency bid to block a law requiring its parent company, ByteDance, to divest the app by January 19 or face a nationwide ban. TikTok argued in its filing that the law could effectively shut down the platform, which has over 170 million U.S. users. The Justice Department countered that Chinese control of TikTok remains a national security risk, emphasizing that the ban is a necessary precaution. If implemented, the ban would not immediately stop users from accessing TikTok but would eventually render the app unusable due to restrictions on support and updates. A panel of judges upheld the law last week, and TikTok has since appealed to the U.S. Supreme Court. The companies hope a delay would allow time for the incoming Trump administration to determine its stance, as President-elect Donald Trump has stated he opposes a TikTok ban. This ruling affirms the U.S. government's broad authority to regulate or ban foreign-owned apps over national security and data privacy concerns, echoing previous legal challenges involving WeChat. TikTok's fate now hinges on whether Biden grants a 90-day extension of the divestment deadline and on the Trump administration's next steps.US asks court to reject TikTok's bid to stave off law that could ban the app | Reuters This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe
In this episode of the Feast Over Famine podcast, Patrick, Andrew, and Tamanno discuss their market study, highlighting opportunities for kingdom-minded investors in frontier markets like the Middle East, North Africa, and Asia. They explore moving beyond charity to sustainable investments, partnering with local leaders, and transforming underserved regions. Tune in for an inspiring conversation about transforming communities and investing with purpose. To learn more, check out https://www.pragmaadvisors.com To download the Pragma report, visit https://study.pragmaadvisors.com/feastoverfamine Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
Welcome to the Season 7 premiere of the Feast Over Famine podcast! In this kickoff episode, Hugh and Scott dive into the fascinating history of the Clapham Circle, exploring how their transformative methods can inspire us to reshape culture today. They discuss practical, actionable steps for uplifting individuals from poverty to self-sustainability while highlighting the power of collaborating with "unlikely allies" to achieve common goals. Tune in for an engaging conversation about making a meaningful impact in our communities. To learn more, check out http://bit.ly/49nA4Xt or email Scott Fast at scott@innovate-educate.org Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
This Day in Legal History: New York Grants Women Right to VoteOn November 6, 1917, New York became one of the first eastern states to grant women the right to vote, a pivotal victory for the suffrage movement in the United States. The state's voters approved a constitutional amendment that extended suffrage to women, marking a significant shift in public opinion and advancing the national push for equal voting rights. New York was the most populous state to enact such a measure, lending critical momentum to the cause and demonstrating that widespread support for women's suffrage was achievable in even the largest urban areas.This victory was the result of decades of persistent activism and organizing by leaders such as Carrie Chapman Catt, who spearheaded the Empire State Campaign Committee, and countless local suffragists who canvassed tirelessly for public support. Women in New York had actively campaigned, held rallies, and built coalitions, especially focusing on mobilizing working-class women and men. The successful vote was seen as a clear mandate for gender equality and significantly influenced other states and Congress.New York's decision to enfranchise women not only energized the movement but also helped propel the passage of the 19th Amendment to the U.S. Constitution in 1920, which granted voting rights to women nationwide. This milestone in New York underscored the growing acknowledgment of women's role in public and political life, laying groundwork for further social and political reforms across the country.The U.S. Supreme Court recently heard arguments in a case concerning whether a heightened standard of proof is necessary for employers claiming that workers are exempt from overtime pay under the Fair Labor Standards Act (FLSA). Currently, there is a split among federal circuits on this issue, with the Fourth Circuit requiring a "clear and convincing" evidence standard, while other circuits apply the lower "preponderance of the evidence" standard, which means the employer must show it is more likely than not that an exemption applies. The case has significant implications for both workers' rights and business costs.Representing E.M.D. Sales, attorney Lisa Blatt argued that the default civil standard, preponderance of the evidence, should apply to FLSA cases, as imposing a stricter standard would burden employers and potentially lead to layoffs. Conversely, Lauren Bateman, representing employees and supported by Public Citizen, contended that because FLSA regulations protect critical worker health, safety, and economic welfare, a higher standard is warranted to ensure these protections are meaningful.Justice Ketanji Brown Jackson underscored that the FLSA aims not only to provide fair pay but also to ensure a safe workplace and expand employment, suggesting the importance of potentially adopting a stricter standard. Meanwhile, Justice Clarence Thomas raised questions about why the FLSA should receive special treatment over other laws that also protect essential rights, such as those addressing discrimination.The case attracted varied views on the potential broader impacts of raising the standard of proof. Some justices, like Samuel Alito, questioned how the court would measure the relative importance of rights across federal laws. The Justice Department, represented by Aimee Brown, supported the employer's position, noting that Congress enacts many laws with public benefits, yet courts rarely apply a heightened standard of proof in such cases.The Supreme Court's eventual decision could standardize how proof requirements are applied in overtime cases and influence both worker protections and business practices across the country.US Supreme Court Leans Toward Business in Overtime Dispute (1)A new lawsuit accuses Pfizer Inc. of failing to warn patients that its contraceptive injection, Depo-Provera, could increase the risk of brain tumors. Plaintiff Taylor Devorak filed the complaint in California, alleging that Pfizer and other manufacturers had a duty to research and disclose potential links between Depo-Provera, as well as similar progesterone-based drugs, and intracranial meningiomas, a type of brain tumor. The lawsuit seeks damages based on claims of failure to warn, defective design, negligence, and misrepresentation.Devorak's case follows similar lawsuits filed recently in California and Indiana. Her complaint notes that although the drug has been FDA-approved for over 30 years and widely used, Pfizer has not updated the U.S. labeling to reflect these risks, even as health authorities in the EU and UK now include warnings about meningioma for such medications. A 2024 study published in the *British Medical Journal* found a substantial increase in risk for brain tumors with prolonged use of medroxyprogesterone acetate, the active ingredient in Depo-Provera.In response, Pfizer asserts that Depo-Provera has been a safe option for millions and plans to “vigorously defend” against the claims. The case has brought renewed attention to safety and disclosure practices in the pharmaceutical industry, particularly around long-established medications.Pfizer Accused of Hiding Contraceptive's Brain Tumor Link (1)Following Donald Trump's recent election as U.S. president, the criminal cases against him are likely to be halted for the duration of his term. Trump, the first former president to face criminal charges, had four active prosecutions, including charges related to attempts to overturn the 2020 election results, a hush-money payment linked to Stormy Daniels, and unlawful retention of classified documents. Trump, who has pleaded not guilty to all charges and dismissed the cases as politically motivated, has stated he would immediately dismiss Special Counsel Jack Smith, responsible for the federal prosecutions on election interference and document retention.While Trump can halt federal cases, he has less control over state cases, such as the New York hush-money and Georgia election interference cases. However, his presidency could still effectively delay or complicate these proceedings. Legal experts expect delays in his New York sentencing, which had already been postponed, citing potential presidential immunity arguments.In Georgia, Trump's lawyers are working to pause proceedings under the argument that a sitting president should not face criminal prosecution. Additionally, his team has challenged Fulton County District Attorney Fani Willis's involvement, aiming to disqualify her based on alleged misconduct. Ultimately, experts believe Trump's presidency will prevent the state-level cases from moving forward until his term concludes.Trump's impending return to White House brings criminal cases to a halt | ReutersThe U.S. Supreme Court will hear arguments on Facebook's effort to dismiss a securities fraud lawsuit brought by shareholders who claim the company misled investors about the misuse of user data. The lawsuit, initiated by Amalgamated Bank in 2018, argues that Facebook violated the Securities Exchange Act by failing to disclose the 2015 Cambridge Analytica data breach, which affected over 30 million users and contributed to Donald Trump's 2016 presidential campaign. Shareholders allege that Facebook presented data privacy risks as hypothetical even though the breach had already occurred.Facebook contends that it was not legally required to disclose the prior breach and that reasonable investors would interpret risk disclosures as forward-looking. A federal judge initially dismissed the case, but the Ninth Circuit Court revived it, noting that Facebook's statements misrepresented an already-realized risk. The Supreme Court's decision, expected by June, could influence the standards for securities fraud cases, making it harder for private parties to pursue claims. This case, along with a similar appeal by Nvidia, could further limit the liability of companies for nondisclosure of past risks. Past Cambridge Analytica fallout has led Facebook to settle related SEC and FTC actions, paying $100 million and $5 billion, respectively.US Supreme Court to hear Facebook bid to escape securities fraud suit | Reuters This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe
This Day in Legal History: Black TuesdayOn October 29, 1929, the United States experienced a significant legal and economic turning point with the stock market crash known as "Black Tuesday." This day marked the beginning of the Great Depression, a period of profound economic hardship that spurred vast changes in U.S. financial laws and regulations. The crash revealed serious flaws in the stock market, including speculative trading, inadequate banking oversight, and lack of investor protections, which led to widespread economic instability and massive unemployment. In response, the U.S. government, under President Franklin D. Roosevelt's administration, enacted substantial legislative reforms aimed at stabilizing the economy and preventing similar disasters in the future.Key legislation introduced during this period included the Securities Act of 1933 and the Securities Exchange Act of 1934, which established critical oversight mechanisms for the stock market. The 1933 Act mandated that companies provide transparent financial information before public stock offerings, while the 1934 Act created the Securities and Exchange Commission (SEC), tasked with regulating the securities industry to protect investors and maintain fair trading practices. Additional reforms under the New Deal included the Glass-Steagall Act, which separated commercial and investment banking to reduce conflicts of interest and curb risky practices in the banking sector.The legal changes initiated after Black Tuesday set foundational principles for U.S. financial regulation, significantly increasing the federal government's role in monitoring economic practices and protecting public interests. These reforms not only stabilized the U.S. economy but also introduced regulatory practices that continue to shape financial law and securities oversight to this day.The Republican National Committee and the Pennsylvania GOP have asked the U.S. Supreme Court to block a Pennsylvania court decision requiring the counting of provisional ballots for voters whose mail-in ballots were rejected due to errors. The state Supreme Court's ruling, made on October 23, supports two voters from Butler County who sought to count their provisional ballots after their mail-in votes were disqualified for lacking a secrecy envelope. The Republicans argue this decision undermines the legislature's authority to set election rules and comes too close to the November 5 presidential election, potentially influencing the results in the swing state. They have requested that, if the U.S. Supreme Court does not entirely suspend the ruling, it at least order these provisional ballots to be segregated, allowing further review post-election.This dispute highlights differences in ballot counting practices across Pennsylvania's counties, with most already counting provisional ballots in cases of rejected mail-ins, unlike Butler County. Republicans claim the state law disallows counting provisional ballots if a defective mail-in was received, while Democrats counter that voters with uncounted mail-in ballots should have their provisional ballots counted. The Pennsylvania Supreme Court sided with the Democrats, citing voter protections in the state constitution to prevent disenfranchisement.Republicans ask US Supreme Court to block Pennsylvania provisional ballots decisionCybersecurity firm CrowdStrike and Delta Air Lines are suing each other over a widespread IT outage on July 19 that disrupted multiple industries and led to significant flight cancellations. CrowdStrike filed a lawsuit in U.S. District Court in Georgia, claiming Delta wrongly blamed it for the outage and repeatedly rejected support from CrowdStrike and Microsoft. CrowdStrike seeks a declaratory judgment and coverage of legal fees. In a separate suit filed in Georgia's Fulton County Superior Court, Delta accused CrowdStrike of issuing an untested software update that caused 8.5 million Windows computers to crash globally, leading to 7,000 flight cancellations and an estimated $500 million in losses. Delta's lawsuit claims the faulty update severely impacted its operations and tarnished its reputation, and it seeks compensation for various damages including legal fees and future revenue loss.The July incident also spurred a U.S. Department of Transportation investigation. CrowdStrike countered that Delta's own technological response exacerbated delays, with both companies now contesting liability.CrowdStrike, Delta sue each other over flight disruptions | ReutersSince President Joe Biden took office, the U.S. Justice Department has initiated 12 civil rights investigations into police departments, focusing on "pattern or practice" probes of alleged systemic misconduct. Although Attorney General Merrick Garland quickly launched investigations into departments like Minneapolis and Louisville following high-profile police killings, none have reached binding reform settlements, known as consent decrees. The lack of final agreements has raised concerns, especially given the possibility of the Justice Department abandoning these cases if a Republican administration assumes office in 2025.The department has encountered obstacles, including political resistance and a slow, resource-intensive review process involving body-worn camera footage. Under former President Donald Trump, the Justice Department largely avoided using consent decrees, and though Garland has reversed this stance, progress remains slower compared to the Obama administration's efforts, which saw 17 investigations and multiple consent decrees in Obama's first term alone. Additionally, some cities, like Phoenix, openly oppose consent decrees, complicating negotiations. Experts highlight that current leadership may be less committed to aggressively pursuing these investigations than in past administrations. Meanwhile, the Justice Department faces challenges in balancing internal staffing shortages and external political pressures.Biden's Justice Dept has yet to reach accords in police misconduct casesIn my column for Bloomberg this week I lay out how green roofs, a near necessity for urban rainwater management, need to be incentivized. Green roofs have promising benefits for urban areas, including managing rainwater runoff, reducing cooling demands, and addressing urban heat. However, adoption rates are low, despite tax incentives. For instance, New York City's green roof tax credit, initiated over a decade ago, has seen minimal uptake due to insufficient financial rewards—only 14 properties have claimed credits since 2011. While some cities have tried enhancing these incentives, the results remain limited since property owners often find installation costs too high relative to the benefits. A more impactful approach would be to introduce a tiered, time-sensitive incentive system, offering substantial early tax benefits that gradually decrease, followed by tax penalties for delays. For example, an initial tax credit of $20 per square foot in the first year could significantly reduce the installation cost, then drop annually, creating urgency. After the incentive period ends, penalties would begin, making it costly for owners to delay green roof installations. Such a model motivates property owners by balancing substantial early rewards with future penalties, ensuring that adoption increases over time without continuously high government expenditure. This combined incentive-penalty approach would likely make green roofs both a fiscally smart and environmentally beneficial option. The general idea here is a proposed use of a “carrot-and-stick” tax policy in sequence, designed to balance fiscal encouragement with financial consequences. This approach may be a useful strategic legal framework to drive sustainable development.Developers Need Better Tax Incentives to Adopt Green Roofs This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe
Welcome to Supreme Court Opinions. In this episode, you'll hear the Court's opinion in Macquarie Infrastructure Corp. v Moab Partners, L. P. In this case, the court considered this issue: May a failure to make a disclosure required under Item 303 of SEC Regulation S-K support a private claim under Section 10(b) of the Securities Exchange Act of 1934, even in the absence of an otherwise misleading statement? The case was decided on April 12, 2024. The Supreme Court held that pure omissions are not actionable under SEC Rule 10b–5(b), which makes it unlawful to omit material facts in connection with buying or selling securities when that omission renders “statements made” misleading. Justice Sonia Sotomayor authored the unanimous opinion of the Court. The plain text of Rule 10b-5(b) bars only half-truths, not pure omissions. Specifically, it prohibits omitting facts necessary to make “statements made” not misleading. There must first be an affirmative statement before determining whether additional facts are needed for clarity and completeness. The Securities Act of 1933 lends further support for this understanding because it expressly creates liability for pure omissions in registration statements, while the Exchange Act and Rule 10b-5(b) lack similar language. This difference suggests Congress and the SEC intentionally chose not to create liability for pure omissions under Rule 10b-5(b). The Court rejected the argument that pure omissions are inherently misleading because investors expect full disclosure under Item 303, explaining that this interpretation would improperly shift Rule 10b-5(b)'s focus from fraud to disclosure requirements. It also dismissed concerns about creating “broad immunity” for fraudulent omissions, noting that plaintiffs can still bring claims for half-truths and the SEC retains authority to enforce disclosure rules. Rule 10b-5(b) only targets fraudulent misrepresentations and misleading statements, not the mere failure to disclose required information absent any related statements. The opinion is presented here in its entirety, but with citations omitted. If you appreciate this episode, please subscribe. Thank you. --- Support this podcast: https://podcasters.spotify.com/pod/show/scotus-opinions/support
Series 65 Exam Lesson 56 Securities Exchange Act of 1934 Quiz This is a Series 65 Exam Lesson 56 Securities Exchange Act of 1934 Quiz: a free quiz for Series 65 Exam Lesson 56 Securities Exchange Act of 1934 Quiz. Try it and see how you do if you need help listen the lesson over. ... Read more The post Series 65 Exam Lesson 56 Securities Exchange Act of 1934 Quiz appeared first on Series 65 Prep Audio Lessons for the FINRA Series 65 Exam.
This Day in Legal History: Ronald Reagan Fires Air Traffic ControllersOn August 5, 1981, President Ronald Reagan made a landmark decision to fire over 11,000 striking air traffic controllers. These federal employees, members of the Professional Air Traffic Controllers Organization (PATCO), had initiated a strike on August 3, demanding better pay, shorter working hours, and improved working conditions. The strike posed significant risks to national air travel safety and disrupted the aviation system.President Reagan responded with a firm stance, citing the controllers' sworn oath not to strike against the government. In a nationally televised address on August 3, Reagan warned that if the controllers did not return to work within 48 hours, they would face termination. When the deadline passed without compliance, Reagan followed through on his ultimatum, effectively dismantling PATCO.The mass firings had profound implications for labor relations and federal employment policies in the United States. It underscored the government's commitment to maintaining uninterrupted air traffic services and demonstrated a strict enforcement of federal labor laws. This event marked a pivotal moment in the Reagan administration, showcasing its determination to curb union influence and assert governmental authority. The firings also led to long-term changes in air traffic control, with the federal government embarking on extensive recruitment and training programs to replace the dismissed controllers.A political action committee (PAC) supported by Elon Musk is under investigation in Michigan for potential legal violations. The Michigan Secretary of State's office confirmed the inquiry on Sunday. The Musk-backed America PAC has been collecting detailed voter information through its website, prompting scrutiny from state authorities. Although America PAC is a federal entity, Michigan officials are reviewing its actions to determine if state laws have been breached. If violations are found, the case may be referred to the Michigan Attorney General. The investigation is in its early stages, and specific focuses have not been disclosed.Musk, CEO of Tesla and SpaceX, has previously stated he created a PAC to support candidates but denied making specific pledges. He has publicly supported Donald Trump and criticized various Democratic policies and initiatives.Neither the Michigan Attorney General's office nor America PAC has commented on the investigation. Musk also has not responded to requests for comment. The situation underscores concerns about how PACs use personal information collected from citizens, particularly in voter registration efforts.Musk-backed PAC under investigation for potential violations of Michigan laws | ReutersThomas V. Girardi, the famed attorney behind the landmark $333 million Pacific Gas & Electric settlement featured in the film "Erin Brockovich," faces a criminal trial for wire fraud in Los Angeles federal court. At 85, Girardi has been disbarred and bankrupt, charged with misappropriating $15 million in settlement funds intended for his clients over the past decade. This trial could mark the end of his distinguished legal career, tainted by allegations of unethical conduct and questionable ties to the state's lawyer disciplinary agency.Plaintiff's attorney Jay Edelson emphasizes the broader implications for the legal community, suggesting it could either prompt reform or be dismissed as an isolated incident. Girardi also faces additional fraud charges in Illinois, and numerous civil lawsuits. His once-celebrated career has become a cautionary tale of legal misconduct.Prosecutors allege that since 2010, Girardi diverted millions from his firm, Girardi Keese, for personal luxuries and to fund EJ Global, an entertainment company of his estranged wife, Erika Jayne. Girardi's defense argues that he was not responsible for financial mismanagement, attributing it to the firm's CFO, Christopher Kamon, whose trial has been separated. They also claim Girardi's cognitive decline impairs his ability to have intentionally defrauded clients.Girardi's case stands out not just for the legal drama but also for its celebrity connections, given his marriage to a reality TV star, influencing public and juror perception. The trial will focus on whether Girardi's cognitive state affects his culpability for the alleged crimes committed during his competent years. The court's ruling on his competency to stand trial, despite cognitive impairments, adds a layer of complexity to this high-profile case.Thomas Girardi's Legal Drama Approaches Its Hollywood EndingFormer Bed Bath & Beyond Inc. has sued GameStop CEO Ryan Cohen and his company, RC Ventures LLC, seeking to recover $47 million from alleged insider trading in 2022. Cohen, also the founder of Chewy Inc., allegedly used nonpublic information to trade Bed Bath & Beyond (BBBY) stock profitably between January and August 2022 while serving as a statutory director. The lawsuit, filed in the US District Court for the Southern District of New York, claims Cohen and RC Ventures made numerous profitable trades of BBBY securities, which were executed within a six-month period. Under Section 16(b) of the 1934 Securities Exchange Act, the company seeks to reclaim these short-swing profits because Cohen and RC Ventures owned more than 10% of BBBY's common stock and had access to inside information through their board appointees.This legal action is part of a broader effort by the bankrupt company and its plan administrator, Michael Goldberg, to recover funds for creditors. Goldberg has also filed a separate suit to reclaim $19 million in tax credits from a New Jersey agency and is pursuing over $300 million from Hudson Bay Capital Management for trading profits related to a failed financing plan.RC Ventures is GameStop's largest shareholder with an 8.7% stake. Bed Bath & Beyond, now operating as 20230930-DK-BUTTERFLY-1 Inc., is demanding monetary damages and legal costs. Cohen and RC Ventures have not commented on the lawsuit. The case is titled 20230930-DK-BUTTERFLY-I Inc. v. Cohen.GameStop CEO Sued by Bed Bath & Beyond for Insider Trading (1)The demand for transactional legal work is recovering after nearly three years of decline, according to the Thomson Reuters Institute's Law Firm Financial Index. The report shows a 2.2% increase in corporate transactional work, including contract drafting, real estate deals, and bank financing, in the second quarter of 2024 compared to the previous year. This rise contributed to a 2.4% overall increase in law firm demand.Additionally, U.S. law firms have seen a 6.6% increase in billing rates and a 5.3% rise in direct expenses, putting them in one of their strongest financial positions in the last decade. Profits per equity partner have increased by 8.8% over the past year.While transactional practices are rebounding, counter-cyclical practices like litigation and bankruptcy continue to drive significant demand. Litigation demand rose by 3.4% and bankruptcy by 2.4% in the same period. These trends provide law firms with greater stability by diversifying their revenue streams.However, the gains are not uniform across the industry. The Am Law 50 firms have not seen the same increase in litigation demand as other firms, and midsize firms have not experienced the same growth in transactional demand as Am Law 100 firms.Overall, the second quarter of 2024 has been positive for the legal sector, with significant improvements in demand and profitability.Law firm transactional work rebounds after 3-year slump, report says | Reuters This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe
Let's look at two recent Supreme Court cases impacting the role and powers of federal regulators. After decades of accepted areas of law that deferred to federal regulators, we are witnessing a shakeup through rulings on the so-called Chevron Deference and the Corner Post decision. How will these landmark rulings change the power held by agencies? The modern regulatory state of the federal governments evolved after the Great Depression during the New Deal to tighten lax oversight blamed for many elements that led to the Depression. As new agencies were created, regulators came to enforce developing legislation, such as the Securities Exchange Act and labor rules. Seventy plus years later, we have our alphabet soup of federal agencies. Expect a slew of new challenges and litigation to follow. “It is impossible to overstate what a complete wreck this is going to make of everything,” says guest and associate professor of administrative law Gwendolyn Savitz, calling the effect of the rulings “calamitous.” How can legislators put the toothpaste back in the tube? “Chevron's a big deal, it's reversal's a big deal,” adds guest and regulatory law veteran Paul Weiland. If you're involved in regulatory law, you can't miss this episode. Resources: “Reassessing Administrative Finality: The Importance of New Evidence and Changed Circumstances,” by Gwendolyn Savitz Administrative Procedures Act, Cornell Law School “Loper Bright, Skidmore, and the Gravitational Pull of Past Agency Interpretations,” Yale Journal of Regulation Chevron U.S.A. v. Natural Resources Defense Council, via Justia Corner Post, Inc. v. Board of Governors of the Federal Reserve System, SCOTUSblog Loper Bright Enterprises v. Raimondo, SCOTUSblog Magnuson-Stevens Fishery Conservation and Management Act, NOAA “The Supreme Court Ends Chevron Deference – What Now?” NRDC American Bar Association American Bar Association Litigation Section
Let's look at two recent Supreme Court cases impacting the role and powers of federal regulators. After decades of accepted areas of law that deferred to federal regulators, we are witnessing a shakeup through rulings on the so-called Chevron Deference and the Corner Post decision. How will these landmark rulings change the power held by agencies? The modern regulatory state of the federal governments evolved after the Great Depression during the New Deal to tighten lax oversight blamed for many elements that led to the Depression. As new agencies were created, regulators came to enforce developing legislation, such as the Securities Exchange Act and labor rules. Seventy plus years later, we have our alphabet soup of federal agencies. Expect a slew of new challenges and litigation to follow. “It is impossible to overstate what a complete wreck this is going to make of everything,” says guest and associate professor of administrative law Gwendolyn Savitz, calling the effect of the rulings “calamitous.” How can legislators put the toothpaste back in the tube? “Chevron's a big deal, it's reversal's a big deal,” adds guest and regulatory law veteran Paul Weiland. If you're involved in regulatory law, you can't miss this episode. Resources: “Reassessing Administrative Finality: The Importance of New Evidence and Changed Circumstances,” by Gwendolyn Savitz Administrative Procedures Act, Cornell Law School “Loper Bright, Skidmore, and the Gravitational Pull of Past Agency Interpretations,” Yale Journal of Regulation Chevron U.S.A. v. Natural Resources Defense Council, via Justia Corner Post, Inc. v. Board of Governors of the Federal Reserve System, SCOTUSblog Loper Bright Enterprises v. Raimondo, SCOTUSblog Magnuson-Stevens Fishery Conservation and Management Act, NOAA “The Supreme Court Ends Chevron Deference – What Now?” NRDC American Bar Association American Bar Association Litigation Section
Welcome to Supreme Court Opinions. In this episode, you'll hear the Court's opinion in Axon Enterprise, Inc. v Federal Trade Commission. In this case, the court considered this issue: Do federal courts have jurisdiction to hear constitutional challenges to the Federal Trade Commission's structure, procedure, and existence, or must such challenges be raised first in the administrative proceeding? The case was decided on April 14, 2023. The Supreme Court held that Federal courts have federal-question jurisdiction to hear constitutional challenges to the structure or existence of the SEC or FTC notwithstanding statutory review schemes set out in the Securities Exchange Act and Federal Trade Commission Act. Justice Elena Kagan authored the majority opinion holding that the Federal Trade Commission Act (in 21-86) and the Securities Exchange Act (in 21-1239) did not preclude district courts' ordinary subject-matter jurisdiction to hear challenges to those agencies' structure, procedure, or existence. The Court considered three factors, known as the Thunder Basin factors, to determine whether particular claims concerning agency action are “of the type Congress intended to be reviewed within the statutory structure,” and thus would preclude district court jurisdiction. The three factors are: (1) Could precluding district court jurisdiction “foreclose all meaningful judicial review” of the claim? (2) Is the claim “wholly collateral” to the statute's review provisions? (3) Is the claim “outside the agency's expertise”? The Court concluded that all three factors supported the conclusion that district courts retained subject-matter jurisdiction. First, preclusion of district court jurisdiction “could foreclose all meaningful judicial review” because Axon and Cochran will lose their rights not to undergo the complained-of agency proceedings if they cannot assert those rights until the proceedings are over. Second, the claims are “wholly collateral” to the statutes' review provisions because challenges to the Commissions' authority have nothing to do with either the enforcement-related matters the Commissions regularly adjudicate or those they would adjudicate in assessing the charges against Axon and Cochran. Finally, the claims are outside the agencies' expertise because neither specializes in constitutional issues like separation of powers. Justice Clarence Thomas authored a concurring opinion to express “grave doubts about the constitutional propriety of Congress vesting administrative agencies with primary authority to adjudicate core private rights with only deferential judicial review on the back end.” Justice Neil Gorsuch authored an opinion concurring in the judgment, arguing that he would reach the same conclusion as the majority by applying only 28 U.S.C. § 1331, which establishes federal-question jurisdiction of federal courts. The opinion is presented here in its entirety, but with citations omitted. If you appreciate this episode, please subscribe. Thank you. --- Support this podcast: https://podcasters.spotify.com/pod/show/scotus-opinions/support
This episode is a replay of Episode 29 which originally aired on February 1, 2024. On this episode of French Insider, Erik Sloan, Chief Revenue Officer of Cboe Canada and the Global Head of Company Listings for Cboe Global Markets, joins host Andrew Bond to explore how Cboe operates a global network of securities and derivatives exchanges that help companies efficiently navigate global capital markets, including the factors that set the Cboe exchanges apart from other exchanges and the types of companies well-suited to list their securities on one or more of the exchanges in the Cboe network. What We Discussed In This Episode: What led you to Cboe Global Markets? What markets is Cboe in? Where might the exchange expand? What differentiates Cboe from country-based exchanges like Nasdaq or the NYSE? What value would Cboe bring to a French company considering public listings in both Europe and the United States? What types of companies do you feel are a good fit for the Cboe marketplace? How does the Cboe help companies navigate regulatory hurdles in various jurisdictions? After a French company is listed on Cboe in the United States, what is the procedure for expanding its listing to another foreign market? What would you consider Cboe's greatest successes so far? What have been Cboe's biggest challenges? What is your best advice for either a private company seeking to go public on Cboe exchange or a publicly traded company considering a move from another exchange? About Erik Sloane Erik Sloane has been with Cboe Canada since its inception and helped define and implement its foundational stock exchange and fund distribution platforms. He's since held several senior roles, including Head of Funds & Trading and Head of Product Management. As Chief Revenue Officer, he is currently responsible for driving growth by working closely with capital-raising companies, asset managers, sell-side firms, buy-side firms and other industry stakeholders. Erik launched his career at a global business and technology consultancy firm. Prior to joining Cboe Canada, he led project management at the Alpha Exchange, where he previously oversaw delivery of its core technology platform. He's also chaired several industry advisory groups instrumental in shaping Cboe Canada's strategy and currently serves on the Operations Committee of the Canadian ETF Association (CETFA). About Andrew Bond A partner in the Corporate Practice Group in Sheppard Mullin's Century City office, Andrew Bond has a broad-based securities practice. In addition to assisting clients with cross-border mergers and acquisitions and capital market transactions, he counsels Canadian clients on listing requirements for the NYSE, NASDAQ, and platforms operated by the OTC Markets Group. Andrew previously practiced in Canada, where he advised both U.S. and Canadian issuers on registered securities offerings, private placements, and Securities Exchange Act compliance. Contact Information Erik Sloane Andrew Bond Additional Resources Cboe Canada Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every week. If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Deezer, Amazon Music, Google Podcasts or Spotify. It helps other listeners find this show. This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.
Alejandro Gutierrez, CEO of npayme Labs and co-founder of ETH Dublin joins me again as guest co-host this week. We start with Alejandro's Token2049 Dubai ‘tsunami-in-a-yacht' story, the upcoming ETH Dublin 2024, and the Techstars Web3 demo day on June 6th in NYC. We then cover the challenging venture capital funding market for Web3 projects, political and regulatory developments in the U.S. concerning crypto, and the in-flight approval of Ethereum ETFs. As we recorded this episode a few hours before the SEC took the first step in authorizing Ethereum ETFs, we unpacked the political and legislative climate towards crypto in the U.S., and how things like SAB121 and the FIT21 Act are driving real change. We also touch on the broader impact of blockchain technology on financial markets and the context of tokenization, consumerization, and infrastructure improvements in the crypto space. TIMESTAMPS: 01:53 Alejandro's Dubai Adventure at Token 2049 04:40 ETH Dublin 2024 Preview and Techstars Web3 Demo Day 07:16 npayme Labs and the Future of Web3 12:14 The State of Venture Capital in Crypto 23:00 The Impact of Political Climate on Crypto 25:04 Trump's Crypto Strategy 26:18 Crypto Donations and Political Influence 28:43 Ethereum ETFs and Regulatory Challenges 32:25 Political Shifts and Crypto Regulation 37:19 The Future of Crypto Legislation 45:09 Pizza Day and Bitcoin's History STORIES WE COVERED: VC Funding in Crypto Galaxy Ventures bemoans ‘challenging' market as crypto VC funding set for measly 27% gain (DL News, 20-May-24) CryptoRank: Recent Crypto Investments and Fundraising Rounds (early stage only) ETH ETF Approval Expectations Ether jumps 20% on renewed optimism for an ETF, bitcoin also rallies (CNBC, 20-May-24) Ether ETFs Filing Process Sees Abrupt Progress, Though Approval Not Guaranteed: Sources (CoinDesk, 20-May-24) Fidelity Drops Staking Plans in Updated Ether ETF Filing (CoinDesk, 21-May-24 Blockworks' BTC ETF Tracker US Crypto Regulatory Ups and Downs House To Vote On Who Will Regulate Crypto (21-May-24) Proposed DeFi Carve-out from Securities Exchange Act of 1934 (Hayden Adams on X/Twitter, 20-May-24) Uniswap Labs Urges SEC to Drop Pending Enforcement Action in Wells Response (CoinDesk, 21-May- LINKS: Follow our guest co-host Alejandro Gutierrez: -X(Twitter): https://twitter.com/A_gutierro -LinkedIn: https://www.linkedin.com/in/alejandro-gutierrez-98979b43/ Learn more about: -npayme Labs: https://npayme.com/ -ETH Dublin: https://ethdublin.io/ Register for the Techstars Web3 Demo Day: -Livestream: https://lu.ma/usaj1l7k -In-Person (NYC): https://lu.ma/3wlbvrih Leave a review and subscribe on -Apple Podcasts: https://podcasts.apple.com/us/podcast/id1455819294 -Spotify: https://open.spotify.com/show/4F8uOLxiscYVWVGEfNxTnd -Youtube: https://www.youtube.com/channel/UCvaaHrJjizUEd0-93mjCKsQ MoneyNeverSleeps newsletter on Substack: https://moneyneversleeps.substack.com/ MoneyNeverSleeps website: https://www.moneyneversleeps.ie/ Email us: info@norioventures.com Follow on X(Twitter): -Pete Townsend: https://twitter.com/petetownsendnv -MoneyNeverSleeps: https://twitter.com/MNSshow Follow on LinkedIn: -Pete Townsend: https://www.linkedin.com/in/pete-townsend-1b18301a/ -MoneyNeverSleeps: https://www.linkedin.com/company/28661903/admin/feed/posts/ --- Send in a voice message: https://podcasters.spotify.com/pod/show/moneyneversleeps/message
Website: https://telomirpharma.com/ Ticker: $TELO Forward-Looking Statements Disclaimer This communication may contain "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements potentially include statements concerning expected future events, future financial performance, business strategies, plans, future operations, industry conditions, regulatory environment, or anything else that is important. Words such as "anticipate," "estimate," "expects," "projects," "intends," "plans," "believes," "predicts," "target," "may," "could," "would," "will," "potential," "continue," and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those anticipated. Factors that might cause such differences include, but are not limited to: (i) changes in demand for our products and services; (ii) changes in the economic and regulatory environment; (iii) competition from existing and new competitors; (iv) unforeseen technical difficulties; (v) changes in market, political, or regulatory conditions; and (vi) other risks and uncertainties detailed in the company's most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other documents filed with the Securities and Exchange Commission. Any forward-looking statements included in this interview are based on information available to the company as of the date of this interview, and we do not undertake any obligation to update these statements in the future, except as required by law. We advise readers to consult the company's SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial conditions. General Disclaimer and No Investment Advice The information provided on the SmartMoneyCircle show is for general informational purposes only and should not be construed as investment advice or a recommendation to buy, sell, or hold any securities. No information herein is intended to provide tax, legal, or investment advice, nor is it an offer or solicitation of an offer to buy or sell any investment vehicle. Investing in the securities market involves risk, and past performance is not indicative of future results. Any results shown are not typical. No earnings claims are being made. Potential investors are urged to consult with professional investment, legal, and tax advisors before making any investment decision. The contents of this communication have not been verified by any independent source and should not be considered as guaranteed in accuracy or reliability. Readers should not place undue reliance on any statements that are made. We caution you against placing undue reliance on any forward-looking statements, which are applicable only as of the date they are made. We disclaim any obligation to update or revise any forward-looking or marketing statements to reflect any change in our expectations or any changes in the events, conditions, or circumstances on which any such statement is based, except as required by law. Invest at your own risk. This disclaimer emphasizes that no investment advice is being offered, and that information is provided for general purposes, also highlighting the inherent risks of investing, among other things. --- Support this podcast: https://podcasters.spotify.com/pod/show/smartmoneycircle/support
Series 7 Top-Off Exam Quiz Lesson 6 Securities Exchange Act of 1934 This is Series 7 Top-Off Exam Quiz Lesson 6 Securities Exchange Act of 1934 1. Which of the following is true about the Securities Exchange Act of 1934? (Select all that apply.) A. It applies to exempt securities. B. It determines what fair trading practices are. C. It regulates the secondary trading of securities. D. It was established by the Securities and Exchange Commission. 2. Which of the following is contained in a 10-K? (Select all that apply.) A. balance sheet B. cash flow statement C. compensation of officers D. income statement 3. The 10-Q is an audited financial report submitted quarterly to the Securities and Exchange Commission. A. True B. False 4. A ___ is filed if the company changes its name or there's a 5% or greater change in the number of shares outstanding. A. 10-C B. 13-G C. 15-B D. 8-K 5. Which of the following is required from the broker-dealers by the Securities Exchange Act of 1934? (Select all that apply.) A. buy back stocks for customers that reneged on their transactions B. electronically deliver clients' confirmation and statements C. maintain a minimum net capital D. send customers a copy of their income statement 6. Under ___, margins are regulated from brokers to their customers. A. Regulation D B. Regulation M C. Regulation T D. Regulation U 7. Broker-dealers are allowed to disclose to customers the routing of the customers' orders. A. True B. False 8. It is a totally anonymous matching of buy and sell orders. A. alternative trading system B. electronic exchange C. electronics communication network D. physical exchange 9. Which of the following are/were physical exchanges? (Select all that apply.) A. Cincinnati Stock Exchange B. New York Stock Exchange (NYSE) C. Pacific Stock Exchange D. Philadelphia Stock Exchange 10. Which of the following is true about penny stocks? (Select all that apply.) A. They are sold on the over-the-counter bulletin board. B. They are unsolicited orders. C. They are traded on the NASDAQ and other listed exchanges. D. They sell at less than $5. 11. The broker is not required to assess a penny stock buyer's financial situation if the buyer is a/an ___. (Select all that apply.) A. accredited investor B. client whose order is unsolicited C. insider D. interstate citizen 12. It is trading on nonpublic material information on the company. A. front running B. insider trading C. pegging D. wash trade 13. This is the catchall rule that prohibits anything fraud even if it is not specifically prohibited in the Securities Exchange Act of 1934. A. Rule 10b-5 B. Rule 127-c C. Rule 144A D. Rule 145 14. For unlawful practices under the Securities Exchange Act of 1934, suits can be brought within ___ of discovery. A. six months B. one year C. two years D. three years 15. If a control person owns a position of a stock and he wants to lock in his profit or loss, he can ___. A. dribble out B. peg the stock C. short against the box D. short sell the stock 16. Anybody that has nonpublic material information on the company is considered an insider. A. True B. False 17. In the United Sates, they are exempted from the rules that prohibit insider trading. (Select all that apply.) A. congressmen B. directors of the company C. officers of the company D. senators 18. Insiders can trade on the material nonpublic information once the information has been made public. A. True B. False 19. Only the Securities and Exchange Commission can sue insider traders. A. True B. False 20. The statute of limitation for insider trading is ___. A. one year B. three years C. five years D. ten years Series 7 Top-Off Exam Quiz Lesson 6 Securities Exchange Act of 1934 The Series 7 Top-Off Study Guide Audio Lessons for the New Series 7 Exam is the most comprehensive set of audio lessons which is available for the ...
John is joined by Jesse Bernstein, Partner in Quinn Emanuel's New York Office and Co-Chair of the Securities Litigation Practice. Jesse explains that the term “securities” applies not only to stocks and bonds, but arguably to any situation where a group of investors place their resources into a common entity where they expect to make profits from the efforts of others. He describes the sources of securities law, including state blue sky laws, the Securities Act of 1933 (which focuses on initial issuances), the Securities Exchange Act of 1934 (which focuses on intentional misrepresentations in securities transactions and the Private Securities Litigation Reform Act of 1995 (which sought to curb perceived abuses in securities litigation by raising the pleading standards required to establish scienter and creating a safe harbor for forward looking statements). They discuss the Supreme Court's recent ruling in Moab Partners v. Macquarie Infrastructure that pure omissions of material fact are not actionable under Rule 10(b)(5) because the rule only covers affirmative misstatements. Jesse then explains how a Quinn Emanuel team obtained a jury verdict last year in Elon Musk's favor in a rare securities class action trial on a $12 billion claim based on Mr. Musk's tweet about taking Tesla private. He describes the arguments made concerning materiality and loss causation that ultimately led to the victory. Finally, they discuss upcoming issues in securities law including how the Macquarie decision will impact cases. Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi
Series 7 Top-Off Exam Quiz Lesson 5 Securities Act of 1933 This is Series 7 Top-Off Exam Quiz Lesson 5 Securities Act of 1933 1. Which of the following is true about the Securities Exchange Act of 1934? (Select all that apply.) A. It applies to exempt securities. B. It determines what fair trading practices are. C. It regulates the secondary trading of securities. D. It was established by the Securities and Exchange Commission. 2. Which of the following is contained in a 10-K? (Select all that apply.) A. balance sheet B. cash flow statement C. compensation of officers D. income statement 3. The 10-Q is an audited financial report submitted quarterly to the Securities and Exchange Commission. A. True B. False 4. A ___ is filed if the company changes its name or there's a 5% or greater change in the number of shares outstanding. A. 10-C B. 13-G C. 15-B D. 8-K 5. Which of the following is required from the broker-dealers by the Securities Exchange Act of 1934? (Select all that apply.) A. buy back stocks for customers that reneged on their transactions B. electronically deliver clients' confirmation and statements C. maintain a minimum net capital D. send customers a copy of their income statement 6. Under ___, margins are regulated from brokers to their customers. A. Regulation D B. Regulation M C. Regulation T D. Regulation U 7. Broker-dealers are allowed to disclose to customers the routing of the customers' orders. A. True B. False 8. It is a totally anonymous matching of buy and sell orders. A. alternative trading system B. electronic exchange C. electronics communication network D. physical exchange 9. Which of the following are/were physical exchanges? (Select all that apply.) A. Cincinnati Stock Exchange B. New York Stock Exchange (NYSE) C. Pacific Stock Exchange D. Philadelphia Stock Exchange 10. Which of the following is true about penny stocks? (Select all that apply.) A. They are sold on the over-the-counter bulletin board. B. They are unsolicited orders. C. They are traded on the NASDAQ and other listed exchanges. D. They sell at less than $5. 11. The broker is not required to assess a penny stock buyer's financial situation if the buyer is a/an ___. (Select all that apply.) A. accredited investor B. client whose order is unsolicited C. insider D. interstate citizen 12. It is trading on nonpublic material information on the company. A. front running B. insider trading C. pegging D. wash trade 13. This is the catchall rule that prohibits anything fraud even if it is not specifically prohibited in the Securities Exchange Act of 1934. A. Rule 10b-5 B. Rule 127-c C. Rule 144A D. Rule 145 14. For unlawful practices under the Securities Exchange Act of 1934, suits can be brought within ___ of discovery. A. six months B. one year C. two years D. three years 15. If a control person owns a position of a stock and he wants to lock in his profit or loss, he can ___. A. dribble out B. peg the stock C. short against the box D. short sell the stock 16. Anybody that has nonpublic material information on the company is considered an insider. A. True B. False 17. In the United Sates, they are exempted from the rules that prohibit insider trading. (Select all that apply.) A. congressmen B. directors of the company C. officers of the company D. senators 18. Insiders can trade on the material nonpublic information once the information has been made public. A. True B. False 19. Only the Securities and Exchange Commission can sue insider traders. A. True B. False 20. The statute of limitation for insider trading is ___. A. one year B. three years C. five years D. ten years Series 7 Top-Off Exam Quiz Lesson 5 Securities Act of 1933 The Series 7 Top-Off Study Guide Audio Lessons for the New Series 7 Exam is the most comprehensive set of audio lessons which is available for the preparation to take the...
The unanimous opinion of the Supreme Court in MacQuarie Infrastructure Corporation, et al. v. Moab Partners, L.P., et al., decided April 12, 2024. The Court is asked whether the Second Circuit erred in holding-in conflict with the Third, Ninth, and Eleventh Circuits- that a failure to make a disclosure required under Item 303 can support a private claim under Section l0(b), even in the absence of an otherwise- misleading statement. Listen to What SCOTUS Wrote Us wherever you get podcasts.
Coinbase has achieved a major victory in the ongoing lawsuit that accused it of selling tokens and crypto as unregistered securities. And indeed, the United States Court of Appeals for the Second Circuit ruled in favor of Coinbase, confirming that secondary sales of cryptocurrencies on its platform do not violate the Securities Exchange Act.~This episode is sponsored by iTrust Capital~iTrustCapital | Get $100 Funding Reward + No Monthly Fees when you sign up using our custom link! ➜ https://bit.ly/iTrustPaul#Crypto #Bitcoin #Ethereum~Major Coinbase Court Win! + Crypto Rally
Series 65 Exam Lesson 56 Securities Exchange Act of 1934 Quiz This is a Series 65 Exam Lesson 56 Securities Exchange Act of 1934 Quiz: a free quiz for Series 65 Exam Lesson 56 Securities Exchange Act of 1934 Quiz. Try it and see how you do if you need help listen the lesson over. ... Read more The post Series 65 Exam Lesson 56 Securities Exchange Act of 1934 Quiz 2024 appeared first on Series 65 Prep Audio Lessons for the FINRA Series 65 Exam.
06th March- Crypto & Coffee at 8
On this episode of French Insider, Erik Sloan, Chief Revenue Officer of Cboe Canada and the Global Head of Company Listings for Cboe Global Markets, joins host Andrew Bond to explore how Cboe operates a global network of securities and derivatives exchanges that help companies efficiently navigate global capital markets, including the factors that set the Cboe exchanges apart from other exchanges and the types of companies well-suited to list their securities on one or more of the exchanges in the Cboe network. What We Discussed In This Episode: What led you to Cboe Global Markets? What markets is Cboe in? Where might the exchange expand? What differentiates Cboe from country-based exchanges like Nasdaq or the NYSE? What value would Cboe bring to a French company considering public listings in both Europe and the United States? What types of companies do you feel are a good fit for the Cboe marketplace? How does the Cboe help companies navigate regulatory hurdles in various jurisdictions? After a French company is listed on Cboe in the United States, what is the procedure for expanding its listing to another foreign market? What would you consider Cboe's greatest successes so far? What have been Cboe's biggest challenges? What is your best advice for either a private company seeking to go public on Cboe exchange or a publicly traded company considering a move from another exchange? About Erik Sloane Erik Sloane has been with Cboe Canada since its inception and helped define and implement its foundational stock exchange and fund distribution platforms. He's since held several senior roles, including Head of Funds & Trading and Head of Product Management. As Chief Revenue Officer, he is currently responsible for driving growth by working closely with capital-raising companies, asset managers, sell-side firms, buy-side firms and other industry stakeholders. Erik launched his career at a global business and technology consultancy firm. Prior to joining Cboe Canada, he led project management at the Alpha Exchange, where he previously oversaw delivery of its core technology platform. He's also chaired several industry advisory groups instrumental in shaping Cboe Canada's strategy and currently serves on the Operations Committee of the Canadian ETF Association (CETFA). About Andrew Bond A partner in the Corporate Practice Group in Sheppard Mullin's Century City office, Andrew Bond has a broad-based securities practice. In addition to assisting clients with cross-border mergers and acquisitions and capital market transactions, he counsels Canadian clients on listing requirements for the NYSE, NASDAQ, and platforms operated by the OTC Markets Group. Andrew previously practiced in Canada, where he advised both U.S. and Canadian issuers on registered securities offerings, private placements, and Securities Exchange Act compliance. Contact Information Erik Sloane Andrew Bond Additional Resources Cboe Canada Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every week. If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Deezer, Amazon Music, Google Podcasts or Spotify. It helps other listeners find this show. This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.
Tour a variety of BOXABL units, Boxzilla and ALL 3 FACTORIES at their headquarters in Las Vegas Nevada. You won't find a more comprehensive tour/ interview anywhere! About BOXABL BOXABL is on a mission to bring building construction in line with modern manufacturing processes by creating a superior residential and commercial building that can be completed in far less time and cost than traditional construction. The core product that we offer is the “Building Box”, which consists of room modules that ship to site at a low cost and can be stacked and connected to build most any shape and style of finished buildings, with our first product being our 19x19 ft. Casita Box. BOXABL was founded by Paolo Tiramani and was first organized in 2017, and is based in Las Vegas, Nevada. Safe Harbor Statement: Caution Concerning Forward-Looking Remarks All statements in this release that are not based on historical fact are “forward-looking statements” including within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The information in this announcement may contain forward-looking statements and information related to, among other things, the company, its business plan and strategy, and its industry. These statements reflect management's current views with respect to future events-based information currently available and are subject to risks and uncertainties that could cause the company's actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events. BOXABL IS CONSIDERING UNDERTAKING AN OFFERING OF SECURITIES UNDER TIER 2 OF REGULATION A. NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION. AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.
Issue(s): Whether the U.S. Court of Appeals for the 2nd Circuit erred in holding that a failure to make a disclosure required under Item 303 of SEC Regulation S-K can support a private claim under Section 10(b) of the Securities Exchange Act of 1934, even in the absence of an otherwise misleading statement. ★ Support this podcast on Patreon ★
A case in which the Court will decide whether a failure to make a disclosure required under Item 303 of SEC Regulation S-K can support a private claim under Section 10(b) of the Securities Exchange Act of 1934, even in the absence of an otherwise misleading statement.
In the final episode of our three part series, Ryan and Eileen discuss some logistics in pursuing excellence in finance: which team members to involve in financial planning, business style accounting in nonprofits, finding objective helpers, and more. Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
Can providing financial narrative be a form of discipleship and stewardship? In part two of our three part series, Ryan and Eileen discuss how financial narratives can help tell an organization's story to various stakeholders and the importance of leadership in finance. Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
Over the years at Feast Over Famine, we've served over 100 organizations and spent a lot of time in finance strategy. As leaders of impact focused organizations, we should care deeply about our financial management and understand how it leads to further impact. Our team sits down in this three part series to explore some of the convictions, challenges, and practical tips that leaders can use to serve their community at a deeper level. Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
How do we find and maintain rhythms that allow us to be present and successful, not only in our work, but in our families, ministries, friendships, and hobbies? Matt Yonan with Tigris Marketing joins us today to discuss the intricacies of balancing multiple life priorities with love and intention. Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
Who says that your investment money can't be profitable and impactful? Endel Liias with Nexus Impact Advisors joins us today to talk about impact investing: what it is, how it's changed the investment landscape, and how to get started. To learn more, check out https://nexusimpactadvisors.com/ Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
“We want to see a world where leaders are living and leading out of health and of the overflow of their souls, not deficit.” Mindy Caliguire with Soul Care takes time in this episode to give us a framework of how to take care of our souls as leaders - through a page, a person, a plan, and a place. To learn more, check out www.soulcare.com Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
Season 6 of the Feast over Famine Podcast is beginning with the end in mind: joining us is Andy Magel, founder of the Mile High Workshop. In this episode Andy reflects on his 9 years with Mile High Workshop and his transition away from the organization, including tactics to help leaders avoid burnout in hard seasons, milestones that may indicate it's time for a founder to leave their organization, and how to transition out of an organization well. Feast Over Famine does not provide legal, tax, accounting or other professional advice. You should consult professional advisors concerning the legal, tax, or accounting consequences of your activities. Feast Over Famine does not consult, advise, or assist with (i) the offer or sale of securities in any capital-raising transaction, or (ii) the direct or indirect promotion or maintenance of a market for any securities. Feast Over Famine does not engage in any activities for which an investment advisor's registration or license is required under the U.S. Investment Advisors Act of 1940, or under any other applicable federal or state law; or for which a “broker's” or “dealer's” registration or license is required under the U.S. Securities Exchange Act of 1934, or under any other applicable federal or state law.
In Hannah's last episode before the arrival of Miller baby #5, Hannah covers Brian Craig's lawsuit against Target. According to America First Legal and Brian Craig, Target did not consider market risk nor protect their shareholders as they should have according to the Securities Exchange Act when they embarked on their now infamous May "Pride" campaign. Without the market response from consumers, Brian Craig would've never had a legal stance. As Hannah points out, this is why voting with our dollar is so important and why it must happen with the behemoth-- Disney. Listen to today's podcast to learn more. https://www.thehannahmillershow.com/podcasts/https://bobslone.com/contact/bob@bobslone.com
On this day in legal history the Securities and Exchange Commission was established.During the 1920s, the United States experienced a period of economic growth known as the "Roaring 20s," characterized by prosperity, consumerism, and increased debt. Many people invested in the stock market, taking huge risks without federal oversight. However, on October 29, 1929, known as "Black Tuesday," the stock market crashed, causing widespread losses and a loss of public confidence. This crash led to the closure of thousands of banks, bankruptcies, high unemployment rates, wage cuts, and homelessness, ultimately triggering the Great Depression.In response to the stock market crash and to prevent future crises, the U.S. Senate Banking Committee conducted hearings in 1932, known as the Pecora hearings. These hearings revealed widespread misconduct in the financial industry, including misleading investors, irresponsible behavior, and insider trading. As a result, the Securities Act of 1933 was passed, requiring registration of most securities sales and aiming to prevent fraud by ensuring investors received truthful financial information.The Glass-Steagall Act, also a response to the Pecora hearings, was passed in 1933. It separated investment banking from commercial banking and established the Federal Deposit Insurance Corporation (FDIC) to oversee banks, protect consumers' deposits, and handle consumer complaints.To further regulate the securities industry, President Franklin D. Roosevelt signed the Securities Exchange Act in 1934, on this day in fact, creating the Securities and Exchange Commission (SEC). The SEC was granted extensive powers to regulate the securities industry, including the New York Stock Exchange, and had the authority to bring civil charges against violators of securities laws. Joseph P. Kennedy, a Wall Street investor and businessman, was appointed as the first chairman of the SEC by President Roosevelt.It is also obviously the anniversary of the Normandy landings – while not explicitly a day in legal history, it is safe to say the second half of the 20th century in American jurisprudence might have transpired differently had the invasion gone differently. The SEC is busy on its birthday. Today, the U.S. Securities and Exchange Commission (SEC) filed a lawsuit against Coinbase Inc, the largest cryptocurrency asset trading platform in the United States. The SEC accused Coinbase of operating illegally without registering with the regulatory agency. According to the complaint, Coinbase has been functioning as an unregistered broker since at least 2019, conducting cryptocurrency transactions and evading disclosure requirements designed to protect investors. The SEC further stated that Coinbase Prime, a service that directs orders to Coinbase's platform and other platforms, as well as Coinbase Wallet, which enables investors to access liquidity outside of Coinbase's platform, also operated as unregistered brokers. Gary Gensler, the Chair of the SEC, expressed via Twitter that Coinbase's alleged failures deprived investors of crucial protections against fraud, manipulation, conflicts of interest, and routine inspection.Coinbase's stock experienced a 15.9% decline in premarket trading following the filing of the lawsuit, and the company did not immediately respond to requests for comment. This SEC lawsuit against Coinbase came just one day after the regulator had filed a separate lawsuit against Binance, the world's largest cryptocurrency exchange, and its founder, Changpeng Zhao. The lawsuit against Coinbase was submitted in Manhattan federal court. This development adds to the regulatory scrutiny faced by major cryptocurrency platforms, highlighting concerns over compliance and investor protection.By way of additional background on the aforementioned Binance suit, the SEC alleges that Binance and Zhao engaged in deceptive practices, conflicts of interest, lack of disclosure, and evasion of the law. They are accused of secretly allowing high-value U.S. customers to trade on the Binance.com platform while publicly claiming to restrict them. Additionally, the SEC claims that Binance.US, which was presented as an independent platform for U.S. investors, was actually controlled by Zhao and Binance behind the scenes.The SEC also alleges that Zhao and Binance had control over customer assets, permitting commingling and diversion of funds, including to an entity owned by Zhao called Sigma Chain. Furthermore, the SEC asserts that Binance and BAM Trading operated as unregistered national securities exchanges, broker-dealers, and clearing agencies. They are charged with offering and selling their own crypto assets, including BNB and BUSD, without proper registration. Zhao is held responsible as a control person for these violations.SEC Chair Gary Gensler emphasized the extensive deception and evasion of regulations by Zhao and Binance. He cautioned the public against investing with or on these unlawful platforms. The complaint filed by the SEC seeks accountability for the alleged violations of securities laws and investor protection.US SEC sues Coinbase, one day after suing Binance | ReutersSEC Files 13 Charges Against Binance Entities and Founder Changpeng ZhaoTwo former partners of Lewis Brisbois were forced out of the boutique they had started after their former firm released a collection of racist, sexist, and antisemitic emails they had written while employed there. You will remember we previously reported on their spin-off firm, when they were able to convince more than a hundred Lewis Brisbois attorneys to follow them. The remaining leaders of the spin-off boutique, which was formed by John Barber and Jeff Ranen, will establish a new firm. The partners' former firm, Lewis Brisbois, shared a series of emails spanning more than a decade that revealed disparaging remarks made by Barber and Ranen about female associates, clients, and others, as well as their use of racist, antisemitic, and anti-LGBTQ slurs. Following the release of the emails, Barber and Ranen resigned from Barber Ranen, expressing their remorse and apologizing for their words.The exposure of these emails could negatively impact recruitment efforts for both Lewis Brisbois and the new boutique. It may also result in client losses for the firms. The incident has drawn attention to the need for a more inclusive and respectful culture in the legal profession. The former partners have stated that they will take time away from the legal business to reflect on their actions and explore ways to demonstrate their contrition and commitment to a more inclusive world. The release of these emails has prompted discussions about the need for ethical training and quality control in the legal profession.Ex-Lewis Brisbois Partners Ousted Over Racist, Sexist Emails (1)Texas has emerged victorious in its antitrust lawsuit against Google as a U.S. judicial panel has ordered the case to be returned to federal court in Texas. Initially, Google had succeeded in moving the lawsuit to a federal court in New York upon its request, where other advertising technology cases were being heard. However, Texas sought to have the case moved back after the U.S. Congress passed the Venue Act in 2022, granting state attorneys general the right to choose the jurisdiction for litigating antitrust lawsuits. The Texas lawsuit accuses Google of violating the law by exerting control over the process used by advertisers to place online ads, resulting in reduced revenues for website publishers. Google has expressed its disagreement with the decision, asserting that the Texas Attorney General's case is flawed in terms of both facts and law. The case will now be heard in the eastern district of Texas, known for its efficiency in handling cases. Google is facing antitrust lawsuits globally, with allegations of abuse of dominance in various areas of its businesses. Apart from the Texas lawsuit, Google is also battling the U.S. federal government in two separate antitrust lawsuits related to search dominance and advertising technology, while states led by Utah have accused the company of violating antitrust laws in its management of the app store.Texas wins round against Google as antitrust lawsuit returned to Lone Star state | ReutersHey, looky here – its Column Tuesday again!This week I wrote about the Texas tax on electric vehicles and its overall wrongheadedness. I tried to give credit where credit was due, Texas has it partially right—the state is just taxing the wrong thing, at the wrong time, with the wrong rate, and for the wrong reasons. Other than that, the EV tax is a great idea.About that tax: starting from September, Texas will impose a $400 initial registration fee and a $200 annual renewal fee for EV owners. The rationale behind the fee is to offset the portion of the gas tax that goes towards infrastructure and road maintenance, which EVs do not contribute to. However, I argue that the bill is more about protecting the oil and gas industry and winning a culture war than about effective policy. The bill excludes hybrid vehicles and other small electric vehicles from the tax, leading to logical inconsistencies.An alternative approach I suggest is to implement a tax based on the kilowatt hours used at public chargers. This would more accurately reflect the use of infrastructure by EVs and could fund public charging infrastructure. The tax could also be adjusted based on income to address regressiveness. However, if the goal of the tax is to offset wear and tear on roads and bridges, hybrid vehicles, which have higher fuel efficiency than traditional gasoline-powered cars, should also be subject to such a tax.The new EV tax in Texas results in EV drivers paying more for road maintenance compared to gas-powered car drivers.While there may be a need for a tax on EVs in the future when they become more prevalent, it should be implemented with careful consideration and for the right reasons. The current EV tax in Texas is misguided and poorly designed.Texas' New EV Tax Should Fix the Bridges, Not ‘Own the Libs' Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe
The Justice Insiders: Giving Outsiders an Insider Perspective on Government
Host Gregg N. Sofer is joined by Husch Blackwell senior associate Rebecca Furdek to discuss the recently concluded Securities and Exchange Commission (SEC) enforcement action concerning McDonald's and its former CEO Stephen Easterbrook. In November 2019 McDonald's fired Easterbrook “without cause,” entitling Easterbrook to a large package of compensation. Later, after a second internal investigation uncovered additional indiscretions and falsehoods, McDonald's sued Easterbrook to claw back $100 million-plus in compensation.Enter the SEC: it commenced its own investigation, culminating in an order finding that Easterbrook violated the anti-fraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 and that McDonald's violated Section 14(a) of the Exchange Act and Exchange Act Rule 14a-3 because it “failed to disclose that the company exercised discretion in treating Easterbrook's termination as without cause in conjunction with the execution of a separation agreement valued at more than $40 million.”The order breaks new ground for the SEC in its claims that McDonald's use of discretion regarding Easterbrook's termination was a “material element of CEO compensation,” as Mark Cave, Associate Director of the Division of Enforcement later termed it. Gregg and Rebecca discuss the implications of the SEC order, as well as the substance of the strident dissent entered by two of the Commission's commissioners.Gregg N. Sofer BiographyGregg counsels businesses and individuals in connection with a range of criminal, civil and regulatory matters, including government investigations, internal investigations, litigation, export control, sanctions, trade secrets and regulatory compliance. Prior to entering private practice, Gregg served as the United States Attorney for the Western District of Texas—one of the largest and busiest United States Attorney's Offices in the country—where he supervised more than 300 employees handling a diverse caseload, including matters involving complex white-collar crime, contract fraud, national security, cyber crimes, public corruption, money laundering, export violations, trade secrets, tax, large-scale drug and human trafficking, immigration, child exploitation and violent crime.Rebecca Furdek BiographyA senior associate in Husch Blackwell's Milwaukee office, Rebecca is a member of the firm's White Collar, Internal Investigations & Compliance team and regularly helps clients navigate today's regulatory and government enforcement landscape. Before joining Husch, Rebecca served as Counsel to the Solicitor at the U.S. Department of Labor (DOL), where she gained firsthand insight into federal agency rulemaking and administrative enforcement. Prior to her government service, Rebecca worked as an associate in the Washington, D.C. office of a global law firm, focusing on litigation and government enforcement, and began her legal career as a judicial law clerk at the U.S. District Court for the Northern District of Texas. During law school, she served as a law clerk with the U.S. Senate Judiciary Committee.
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