American Bar Association
Federal Regulation of Securities Committee

ABA Section of Business Law

Federal Regulation of Securities Committee

Mission Statement

The mission of the Federal Regulation of Securities Committee is to be the principal Business Law Section committee dealing with the Federal securities laws, provide meaningful meetings, programs and information to practitioners covering a wide range of securities law topics, and through our comment letters, to be a significant resource to the SEC.

Committee Facts

  • Approximately 2,500 members meet three times a year: at the Business Law Section's Spring Meeting, the Business Law Section Annual Meeting, and a Fall Meeting in Washington

  • Our meetings often include significant participation by SEC staff members, with a great opportunity for dialogue

  • We operate through subcommittees that focus on a full range of securities law topics

  • We sponsor and co-sponsor CLE programs at our meetings, covering the latest developments in securities law and practice

  • We comment on SEC rule proposals; our letters are regularly cited in the SEC's final rulemaking releases

  • We also review the rules and procedures of FINRA and other entities relating to federal securities law practice

  • We provide members significant opportunities to participate in our activities

Areas of Expertise

  • Public and private securities offerings

  • Public company disclosure obligations

  • SEC and civil enforcement of the securities laws

  • Employee benefits and executive compensation

  • Proxy statements

  • Trading and markets

  • Investment companies and investment advisers

  • Hedge funds

  • Securities law opinion practice

  • Securities law considerations in mergers and acquisitions

  • International securities matters

  • Smaller reporting companies

  • FINRA corporate financing rules

How to Get Involved?

Are you interested in joining or working with the Federal Regulation of Securities Committee? The Committee meets three times a year - at the Business Law Section's Spring Meeting, the Business Law Section Annual Meeting, and a Fall Meeting in Washington. Most of our work is done at these meetings and we welcome anyone to join us. You also can get involved with the Committee by submitting articles to be published on the Committee's website and/or in other Business Law Section publications. You can contact Arian June, Publications Director, if you are interested in submitting articles or website content. You also are welcome to contact Cathy Dixon, Committee Chair, to find other ways to get involved.

Message from the Chair

Dear Colleagues and Friends:

I hope this finds everyone doing well and either enjoying, or planning, your summer vacations. Now that we're almost half-way through 2014, it's a good time to look forward to our next Committee meeting in mid-September (11-13) in Chicago, and to look back on our eventful Spring Meeting in Los Angeles this past April.

Beginning with what's on the horizon, note that the Business Law Section has "spun-off" its Annual Meeting effective this year, so that the Section's Annual Meeting no longer coincides with the "big" ABA Annual Meeting traditionally held in August. What this means, as a practical matter, is that the next meeting of the Federal Regulation of Securities Committee is scheduled for Thursday, September 11 through Saturday, September 13, 2014, in Chicago (home of the ABA), and will be part of the inaugural ABA Business Law Section Annual Meeting. The site of the meeting is the Hyatt Regency Chicago hotel (151 E Upper Wacker Dr., Chicago, IL 60601), and early-bird registration for the meeting ($440 for Business Law Section members) will be available through July 18, 2014 ($540 thereafter). Rooms can be reserved at the Hyatt Regency at the special ABA rate ($239+tax/night; $209+tax/night for government employees) until August 20, 2014 (or earlier, if the available rooms are all booked). Although the preliminary schedule has not been posted yet, the Business Law Section Annual Meeting web page is up and running at the following link, thus allowing you both to register for the meeting and reserve a hotel room.

Turning to a brief recap of the Spring Meeting held in Los Angeles (April 10-12, 2014), the audio (and in some cases, video) recordings of CLE programming, along with the related materials, are now available here . As always, you'll need your ABA ID and password to access. Although there are many interesting programs to enjoy, I particularly recommend the following:

  • A news-breaking Dialogue with the Director of the SEC's Division of Corporation Finance, Keith F. Higgins, during which Director Higgins delivered an important speech providing more detailed information on the SEC's Disclosure Effectiveness project led by the Division, which has been charged by Chair Mary Jo White with developing specific recommendations for updating the disclosure requirements of Regulations S-K and S-X. For a copy of Keith's written remarks, click here. During the first phase of the project, as Keith explained, the Division will "be focusing on the business and financial disclosures that flow into periodic and current reports, namely Forms 10-K, 10-Q and 8-K, and, in one way or another, make their way into transactional filings." To hear the speech and ensuing Q&A exchange, go to the Spring Meeting website (see the link, above), or to the Committee's webpage.

    The Committee is planning to respond to the Division's request for public input (made via Keith's speech and the project's Spotlight webpage); please stay tuned for an update in the very near future on our Disclosure Effectiveness initiative and how you can become involved.
  • A very topical and thought-provoking Keynote speech delivered by Stanford University Law Professor and former SEC Commissioner Joseph A. Grundfest, outlining the arguments he and others (former Commissioners Paul S. Atkins, Edward H. Fleischman and Steven Wallman, plus former SEC General Counsel Brian G. Cartwright and several highly respected law professors) have presented to the Supreme Court in an amici curiae brief filed in Halliburton Co. v. Erica P. John Fund, Inc. At the risk of vast oversimplification, Professor Grundfest and his fellow amici have urged the Court to overturn the "fraud-on-the-market" presumption of reliance - established in the Court's 1988 decision in Basic Inc. v. Levinson - in cases brought under Section 10(b) of the Securities Exchange Act, as amended, and Rule 10b-5 thereunder. Both an audio-video recording of Professor Grundfest's speech and a copy of the foregoing brief, are available on the Committee's web page and the Spring Meeting website (both links above).
  • Recordings of terrific CLE programs on "hot" securities law/corporate governance topics include:
    • Capital Raising Opportunities and Challenges under the JOBS Act (Sat. April 12) - featuring program Chair and former Committee Chair Stan Keller (partner, Edwards Wildman Palmer), current SEC Corporation Finance Director Keith Higgins and his immediate predecessor, Meredith B. Cross (partner, WilmerHale), Professor Joe Grundfest, and Anna Pinedo (Chair of the Annual Review Subcommittee and partner, Morrison & Foerster). This panel discussion covers a lot of interesting territory under the new exemptive provisions of the JOBS Act, some but not all of which have been implemented by SEC rulemaking, and offers some very useful, practical insights into how offering practices are evolving
    • Dodd-Frank - Four Years Out: Where are We Now, and Where are We Going in the World of Executive Compensation (Sat. April 12) - Panel Co-Chairs David M. Lynn (Committee Vice-Chair, Morrison & Foerster partner and former SEC Division of Corporation Finance Chief Counsel) and Scott Spector (former Chair of the Employee Benefits, Executive Compensation and Section 16 Subcommittee, and partner at Fenwick & West), led a lively discussion of Dodd-Frank developments in this area by pay experts Mark A. Borges (Vice-Chair of the Employee Benefits, Executive Compensation and Section 16 Subcommittee, and a principal at Compensia Inc.), Sharon Hendricks (partner, Gunderson Dettmer), Tom Kim (former SEC Division of Corporation Finance Associate Director and Chief Counsel, and partner, Sidley Austin), Steven Seelig (Towers Watson) and Martha N. Steinman (Chair, Employee Benefits and Executive Compensation Committee, and Hogan Lovells partner).
    • The Ethics of Whistleblowing Under the SEC Rules (Fri. April 11) - Giovanni P. Prezioso, a former SEC General Counsel and current Cleary Gottlieb Steen & Hamilton partner, moderated a thoughtful discussion on the tensions between lawyers' ethical obligations and the SEC's Dodd-Frank whistleblower rules as applicable to lawyer-whistleblowers, joined by Thomas J. Karr, SEC Assistant General Counsel, Simon M. Lorne, another former SEC General Counsel and currently the Vice Chairman and CLO of Millennium Partners LP, Mark D. Cahn, also a former SEC General Counsel and current WilmerHale partner, Robert Mundheim, former General Counsel of the U.S. Treasury Dept. and Salomon Smith Barney Holdings Inc., respectively (among numerous other distinguished positions), now with Shearman & Sterling, Brad D. Brian, a leading trial lawyer and partner at Munger, Tolles & Olson, and myself.
    • Governance Regulations Under Dodd-Frank (Fri. April 11) - reflecting on the enhanced "federalization" of corporate governance pursuant to the Dodd-Frank Act, this panel addressed proxy access, executive compensation and related issues in a discussion moderated by Bruce Dravis, a partner at Downey Brand LLP. The other panelists were Catherine Dearlove, a director of Richards, Layton & Finger, P.A., Steven Haas, partner, Hunton & Williams, Arian M. June, our Committee's Director of Publications and Counsel at WilmerHale, and Steve Seelig of Towers Watson.

As noted, I will be in touch soon with an update on our Committee's Disclosure Effectiveness initiative, and will let you know when the Business Law Section Annual Meeting schedules are posted in preliminary form on the Section's web page for that meeting. In the meantime, enjoy the summer!

With best regards, Cathy

Catherine T. Dixon, Chair
Federal Regulation of Securities Committee
Business Law Section
American Bar Association

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    Business Law Section - 2014 Section Annual Meeting

    Hyatt Regency Chicago

    Attend the inaugural ABA Business Law Section Annual Meeting in Chicago, September 11-13, 2014, to enjoy comprehensive business law programming, including:More than 40 CLE programs prepared and presented by practice-area expertsUp-to-the-minute topical sessions covering the latest business law issues ...


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Modified by Graham Hunt on August 14, 2014

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