Practice/Industry Group Overview
Jones Day's Securities Litigation & SEC Enforcement Practice has won securities fraud class actions and shareholder derivative cases against all of the major plaintiffs' law firms, and we have successfully defended investigations in every SEC office in the country, as well as at the major SRO's and numerous state regulators.
A core group of 76 lawyers is devoted to defending companies, their directors and officers against claims under federal and state securities laws. We draw upon Jones Day's global reach and resources, including expertise in accounting issues, corporate governance, director indemnification, and liability insurance. Our partners have served in senior positions at the Securities and Exchange Commission and two served as chiefs of the Securities Fraud Unit in the U.S. Attorney's office for the Southern District of New York. Our coordinated approach allows us to manage the disparate risks our clients face, with a single strategic objective – to win.
Articles Authored by Lawyers at this office:
Volcker Rule Highlights and Initial Reactions
, December 27, 2013
On December 10, 2013, five financial regulatory agencies adopted a final rule (the “Volcker Rule” or the “Rule”) to implement the prohibitions on engaging in proprietary trading, and on owning, sponsoring or having certain relationships with hedge funds or private equity...
EMIR—Draft RTS on Extraterritorial Application
, November 28, 2013
On November 15, the European Securities and Markets Authority ("ESMA") published its Final Report, "Draft technical standards under EMIR on contracts with a direct substantial and foreseeable effect within the Union and non-evasion" ("RTS"). The RTS set out the...
California Appeals Court Affirms Dismissal of "Say on Pay" Derivative Lawsuit
, October 07, 2013
The Dodd-Frank Act, enacted by Congress in 2010, contains a "say on pay" provision that requires public companies to submit their executive compensation arrangements to advisory shareholder votes. Even though the statute explicitly states that these votes are nonbinding and do not alter...
Class Action Settlement Overturned on Appeal for First Time in Australia
John Emmerig,Michael Legg, September 19, 2013
The Full Federal Court in Australian Securities and Investments Commission v Richards  FCAFC 89 has overturned a 35 percent uplift in recovery for group members who self-financed the cost of prosecuting their class action ("funder's premium"), over those who did not. The uplift was...
PCAOB Proposes Important Changes to Audit Reports
, September 09, 2013
The Public Company Accounting Oversight Board ("PCAOB") recently proposed new auditing standards that, if adopted, would substantially expand the content of audit reports. Under the current model for audit reports, auditors give a "pass/fail" assessment of whether a company's...
PCAOB's Proposed Auditor Reporting Model
Lyle G. Ganske,Jennifer C. Lewis,Robert A. Profusek,Lizanne Thomas, September 09, 2013
Last month, the Public Company Accounting Oversight Board ("PCAOB") proposed new standards for auditor reports that, if adopted, would dramatically change the role and the responsibility of audit firms in the financial reporting process—and not for the better. The proposed standards...
U.S. District Court Upholds SEC's Conflict Minerals Rule
Bradley C. Brasser,Michael J. Solecki,Andrew C. Thomas,Jacob C. Tiedt, July 31, 2013
On July 23, the U.S. District Court for the District of Columbia rejected a challenge to the conflict minerals rule adopted in August 2012 by the SEC pursuant to Section 1502 of Dodd-Frank. The conflict minerals rule imposes disclosure requirements for reporting companies that manufacture or...
Have You Assessed the Independence of Your Compensation Committee Advisers?
Stephen P. Coolbaugh,Lyle G. Ganske,Robert A. Profusek,Manan Shah,Lizanne Thomas, July 22, 2013
As you are likely aware, beginning July 1, the compensation committees of NYSE- and Nasdaq-listed companies are required to conduct an independence assessment of individuals who are compensation consultants, legal counsel, and other advisers (subject to some exceptions, including for in-house...
A New Master Agreement for the French Derivatives Market
Alban Caillemer du Ferrage,Qian Hu,Mathilde Nicand,Karole-Anne Sauvet, July 16, 2013
In November 2012, the Structured and Derivative Products team of the Jones Day Paris Office was appointed counsel of the French Banking Federation (Fédération Bancaire Française, or "FBF") on its project to update the French market master agreement for...
U.S. District Court Invalidates SEC's Rules Regarding Payments by Resource Extraction Issuers
Bradley C. Brasser,Michael G. Marting,Michael J. Solecki,Darrell W. Taylor,Andrew C. Thomas, July 04, 2013
On July 2, the U.S. District Court for the District of Columbia invalidated on summary judgment the resource extraction rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"). The resource extraction rules, adopted in August 2012,...
SEC Gives Guidance to Non-U.S. Broker-Dealers Through Rule 15a-6 FAQs
, May 06, 2013
On March 21, 2013, the staff of the U.S. Securities and Exchange Commission’s Division of Trading and Markets (“SEC Staff”) released answers to frequently asked questions (“FAQs”) concerning Rule 15a-6 under the U.S. Securities Exchange Act of 1934. The Rule permits...
Australian Courts Split on Approach to Approval of Civil Penalty Settlements
John Emmerig,Michael Legg, April 22, 2013
The Victorian Court of Appeal in Australian Securities and Investments Commission (ASIC) v Ingleby  VSCA 49 raised concerns that the current approach to court approval of civil penalty settlements, as set out in two Full Federal Court of Australia decisions, fettered the court's discretion,...
SEC Endorses Use of Social Media Under Regulation FD
, April 19, 2013
On April 2, 2013, the Securities and Exchange Commission issued a Report of Investigation making it clear that public companies can now use social media channels such as Facebook and Twitter without running afoul of Regulation FD.
The FATCA Protocol: To Adhere or Not To Adhere?
Ilene Katinka Froom,Kent L. Killelea,Edward J. Nalbantian,Todd Wallace, April 15, 2013
On August 15, 2012, the International Swaps and Derivatives Association ("ISDA") released a new Protocol relating to the effect on ISDA derivatives of taxes levied by the United States under the Foreign Account Tax Compliance Act ("FATCA"). FATCA was enacted in 2010 as part of...
District Court Rules FCPA Jurisdiction Has Limits
, March 12, 2013
Last fall, the U.S. Department of Justice and the Securities and Exchange Commission jointly issued their long-promised "Resource Guidance to the U.S. Foreign Corrupt Practices Act" (the "Guidance"). As we commented at the time, that Guidance, while useful, is perhaps as notable...