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CALIFORNIA CORPORATE & SECURITIES LAW

There’s Still Time For Congress To Void The SEC’s Resource Extraction Rule

Last June, the Securities and Exchange Commission belatedly adopted a rule requiring disclosure of resource extraction payments by issuers.  As I wrote at the time: Congress had ordered the SEC to adopt a rule by April 17, 2011.  After belatedly adopting a rule, the U.S. District Court vacated the rule and sent it back to the SEC.  American…

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SEC Declines To Define “Mineral” In Resource Extraction Rule But Then Defines It Anyway

As reported by Broc Romanek yesterday, the Securities and Exchange Commission adopted (again) a resource extraction rule.  Congress had ordered the SEC to adopt a rule by April 17, 2011.  After belatedly adopting a rule, the U.S. District Court vacated the rule and sent it back to the SEC.  American Petroleum Institute v. SEC, 953…

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Is The SEC On Schedule To Violate Another Law?

Last December, President Obama signed into law the Fixing America’s Surface Transportation Act (aka the “FAST Act“).  Buried in the FAST Act were several provisions intended to lighten the load of Securities and Exchange Commission compliance.  Section 72001 requires the SEC to issue regulations to permit issuers to submit a summary page on Form 10–K (17…

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Resource Extraction Rule: SEC Puts More Time On The Clock

In July 2010, Congress ordered the Securities and Exchange Commission to adopt a resource extraction rule within 270 days (i.e., by April 17, 2011).  The SEC did not adopt rules until August 22, 2012, missing the Congress’ deadline by 1 year, 4 months and 2 days (or a total of 490 days).  In 2013, however, the U.S. District Court…

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Now This Is Truly Discomfiting – The SEC Proposes To Give Itself A 270 Day Extension!

In July 2010, Congress ordered the Securities and Exchange Commission to adopt a resource extraction rule within 270 days (i.e., by April 17, 2011).  The SEC missed that deadline by 1 year, 4 months and 2 days (or a total of 490 days).  In 2013, however, the U.S. District Court for the District of Columbia vacated…

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Are The SEC’s Canons Of Ethics Written In The Wind And Waves?

It’s easy to be annoyed by the SEC’s failure to comply with clear statutory mandates.  However, not everyone is longanimous.  Oxfam America, for example, has moved beyond irritation to litigation. See Oxfam America Sues The SEC (Again) For Dilatory Rule Making.  Oxfam America’s suit is based on Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.…

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Oxfam America Argues SEC Has “Unlawfully Withheld And Unreasonably Delayed” Resource Extraction Rule

I’ve often wished that my legal acumen could be judged by the same standard as professional baseball players.  If that were the case, I could be wrong nearly 60% of the time and yet be considered one of the greatest legal mavens of all time.  I would also be happy if I were subject to the…

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Oxfam America Takes A Stand, But Does It Have Standing?

Recently, I wrote about Oxfam America’s new lawsuit against the Securities and Exchange Commission for failing to adopt a final rule implementing Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  I heard from one reader who pointed out that Oxfam America must establish standing.  This is a point that I mentioned when…

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Oxfam America Sues The SEC (Again) For Dilatory Rule Making

Recently, I wrote of the shamelessness of the Securities and Exchange Commission targeting late filers even while it continues to miss many legal deadlines itself.  In that post, I mentioned that the SEC adopted resource extraction rules only after being sued by Oxfam America.  See also Waiting for the SEC . . . and Supreme Court Fails To…

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Supreme Court Fails To Bite At Bulldog And Oxfam America Sues The SEC

Supreme Court says “no” to Bulldog In March, I wrote that the Bulldog group of funds had asked the United States Supreme Court to determine the constitutionality of Massachusetts’ ban general solicitations in connection with the offer and sale of unregistered securities.  Despite representation by Harvard Law School Professor Laurence H. Tribe and an amicus…

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