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Christopher Shen

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In an eagerly anticipated and widely monitored decision, the U.S. Supreme Court in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund concluded in a unanimous 9-0 vote that under Section 11 of the U.S. Securities Act of 1933, as amended (Securities Act), material statements of opinion are actionable only if: (i) the statements are objectively false, and (ii) the entity disclosing the statement did not actually hold the stated belief. In a decision…

The United States Securities & Exchange Commission (the SEC or the Commission) recently held its annual “SEC Speaks” conference in Washington, DC on February 20 and 21, 2015, which recapped the SEC’s prior year and emphasized SEC regulation and enforcement priorities for the coming year. Chair Mary Jo White and other SEC commissioners highlighted various topics that have and will continue to impact the securities market and various market participants, including issuer registrants. We have…

One of the more prevalent topics for corporates and investment banks has been compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA) which generally prohibits U.S. companies from bribing foreign officials for government contracts and other business. While the U.S. Department of Justice (DOJ) typically has primary enforcement and oversight of FCPA matters, companies and practitioners may not be aware that the U.S. Securities and Exchange Commission (SEC) in 2010 created…