Corporate Governance

Extraterritoriality After Dodd-Frank

By Harvard Law School Program on Corporate Governance

As our memo of June 24 reported (available on the Forum here), the Supreme Court in Morrison v. National Australia Bank Ltd., No. 08-1191 (U.S. June 24, 2010), held that Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 do not apply to securities transactions that take place outside the United States. The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by President Obama today, contains two provisions, Sections 929P(b) and 929Y, that concern the territorial scope of the federal securities laws. But neither provision overturns National Australia Bank, and neither should extend the substantive reach of the securities laws extraterritorially at all.

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Full post as published by The Harvard Law School Corporate Governance Blog on August 05, 2010 (boomark / email).