Corporate & Securities Law

SEC Defends Adoption of Rule 151A

Posted on April 20, 2009
SEC Defends Adoption of Rule 151A on Indexed Annuities against Federal Appeals Court ChallengeThe SEC vigorously defended its adoption of Rule 151A defining indexed annuities as not being exempt annuity contracts under Section 3(a)(8) of the Securities Act against a federal court challenge to the rule...

Government Urges US Supreme Court

Posted on April 17, 2009
Government Urges US Supreme Court to Reject Constitutional Challenge to PCAOBThe US Government has asked the Supreme Court to reject an audit firm?s petition to rule on the constitutionality of the PCAOB. The main government argument is that the audit firm failed to exhaust its administrative remedies before the SEC; and thus the federal district court lacked jurisdiction to entertain the claim that the creation of the Board was unconstitutional...

IOSCO Recommends Hedge Fund Regulation

Posted on April 16, 2009
IOSCO Recommends Hedge Fund Regulation as Part of Systemic Risk OversightThe IOSCO technical committee has set forth recommendations for hedge fund regulation embodying a consistent global approach to addressing hedge fund risk. SEC Commissioner Kathleen Casey, Chair of the committee, noted that the financial crisis is not a hedge fund crisis, and that hedge funds contribute to market liquidity, price efficiency, risk distribution and global market integration...

NASAA Conference to Spotlight Regulatory

Posted on April 16, 2009
NASAA Conference to Spotlight Regulatory Restructuring and Systemic Risk RegulationThe North American Securities Administrators Association (NASAA) will feature panel discussions on financial regulatory restructuring and systemic risk regulation as part of its upcoming Public Policy Conference in Washington, D...

To access this complete feed in the blog feed reader login or register for free.

Hong Kong Court Approves PCCW Going

Posted on April 15, 2009
Hong Kong Court Approves PCCW Going Private Scheme Despite SFC Concerns over Share SplittingA Hong Kong court approved the takeover and privatization of a major telecommunications company despite serious allegations of impropriety by the Securities and Futures Commission involving share splitting and the coercion of minority shareholders...

Virginia Proposes Securities Rule

Posted on April 15, 2009
Virginia Proposes Securities Rule RevisionsRule revisions anticipated to become effective July 1, 2009 were proposed by the Virginia Corporation Commission. Among the proposals would be one to eliminate the Form U-2 filing requirement for Rule 505 and 506 offerings but mandate issuers to send the Corporation Commission the same Form D filed with the SEC (for Rule 505) and submit the SEC's most recently effective Form D as the appropriate notice (for Rule 506)...

Public Comments Support European

Posted on April 13, 2009
Public Comments Support European Commission Proposal on Hedge Fund RegulationThere is a general consensus that hedge funds should be regulated as part of systemic risk regulation, according to public comments on the European Commission?s proposal to regulate hedge funds, but there is also a fear of regulatory arbitrage if such regulation is not global...

German Regulator (BaFin) Extends

Posted on April 11, 2009
German Regulator (BaFin) Extends Ban on Naked Short SellingThe German Federal Financial Supervisory Authority (BaFin) has extended its ban on naked short selling in the shares of eleven financial companies to May 31, 2009. This is BaFin?s second extension of the prohibition, which was adopted in September of 2008...

SEC Chair Schapiro Details Bold

Posted on April 09, 2009
SEC Chair Schapiro Details Bold Corporate Governance InitiativesSEC Chair Mary Schapiro outlined a bold corporate governance initiative to ensure that shareholders fully understand how compensation structures and practices drive an executive's risk-taking...

SEC Set to Propose Modified Uptick

Posted on April 08, 2009
SEC Set to Propose Modified Uptick and Circuit Breaker RulesWith Congress readying legislation directing the SEC to reinstate the uptick rule, Rule 10a-1, the Commission will consider proposing two approaches to restrictions on short selling. One would apply a modified uptick rule on a market wide and permanent basis, while the other would apply a circuit breaker to a particular security during severe market declines in that securityThe proposed modified uptick rule would be based on the national best bid, similar to the former Nasdaq ?bid? test...

Executive Compensation Reform Legislation Should Be Guided by Financial Stability Board Principles

Posted on April 07, 2009
Based on the final communiqué of the G-20 leaders and their pledge to pass legislation reforming compensation regimes as part of financial regulatory reform, it is very probable that US legislation reforming executive compensation will be based on principles concomitantly set forth by the Financial Stability Board...

Six US Senators Ask SEC to Adopt

Posted on April 06, 2009
Six US Senators Ask SEC to Adopt Regulations Ending Abusive Naked Short SellingSix US Senators have written a letter to SEC Chair Mary Schapiro urging the Commission to adopt and enforce regulations putting an end to naked short selling. At a minimum, those regulations should address the need for an uptick rule, as well as a pre-borrow requirement to prevent naked short sellers from artificially depressing or diluting stock values...

Investor and Consumer Groups Question

Posted on April 06, 2009
Investor and Consumer Groups Question FASB's Independence over Mark-to-Market GuidanceIn a letter to Rep. Paul Kanjorski, a wide-ranging group of participants in the Corporate Reporting Users Forum (CRUF) expressed concern that FASB?s independence and due process was undermined by its recent adoption of guidance on mark-to-market accounting...

G-20 Endoses Consistent Systemic

Posted on April 05, 2009
G-20 Endoses Consistent Systemic Financial Regulatory Reform; Financial Stability Board Given Crucial RoleIn their final communiqué, the G-20 leaders pledged to pass legislation reforming the financial regulatory system that is consistent across borders and based on high international standards...

Oral Histories Aim to Preserve

Posted on April 05, 2009
Oral Histories Aim to Preserve State Securities HistoryIn an effort to preserve the history of blue sky regulation, the website of the SEC Historical Society now includes a series of recorded interviews with persons significant to state securities work...

FASB Adopts Mark-to-Market Guidance

Posted on April 02, 2009
FASB Adopts Mark-to-Market Guidance in Reaction to Congress' DesireUnder intense pressure from Congress to ameliorate the application of mark-to-market accounting in asset-backed securities in illiquid markets, the FASB adopted guidance on whether a market is not active and a transaction is not distressed...

G-20 Working Group Proposes Systemic

Posted on April 01, 2009
G-20 Working Group Proposes Systemic Risk Regulation, Including Hedge Funds, and Reform of Executive CompensationA G-20 working group has issued a report proposing a massive overhaul of financial regulation involving the creation of a systemic risk regulator and the regulation of all systemically important financial institutions, markets and instruments, including hedge funds, derivatives, and structured securitization vehicles...

Target Company Directors Satisfied

Posted on March 31, 2009
Target Company Directors Satisfied Their Duty of Loyalty in Merger ApprovalDirectors of a target company satisfied their duty of loyalty and discharged their Revlon duties to maximize shareholder value in a merger situation, ruled the full Delaware Supreme Court...

NASAA Launches ARS Arbitration

Posted on March 31, 2009
NASAA Launches ARS Arbitration Information CenterThe North American Securities Administrators Association (NASAA) announced today that it has launched a new website to assist auction rate securities (ARS) investors with the arbitration of their claims...

State Securities Officials Bid

Posted on March 30, 2009
State Securities Officials Bid to Readjust State-Federal Regulation as Part of Legislative Reform EffortState securities regulators have asked for increased authority over investment advisers and the general ability to address fraud in its earlier stages as part of financial regulatory reform legislation, effectively asking Congress to revisit the SEC-state model established by the National Securities Markets Improvements Act of 1996...

Financial Oversight Chairs Pledge

Posted on March 30, 2009
Financial Oversight Chairs Pledge to Work Together to Produce Reform Legislation by Year EndIn a letter to President Obama, Senator Christopher Dodd and Rep. Barney Frank pledged to work together in a bicameral and bipartisan effort to pass legislation reforming the regulation of the nation?s financial markets by the end of the year...

Companion House-Senate Bills Designate

Posted on March 30, 2009
Companion House-Senate Bills Designate Council of Regulators as Systemic Risk RegulatorRep. Mike Castle, a senior member of the House Financial Services Committee, has introduced legislation, H 1754, to create a systemic risk regulator. The measure is a companion bill to S 644, a measure introduced by Senator Susan Collins that would create a new federal systemic risk regulator to monitor the financial markets and oversee financial regulatory activities...

UK FSA Says that We have Crossed

Posted on March 29, 2009
UK FSA Says that We have Crossed the Financial Regulatory RubiconAs the legislative overhaul of the regulation of the financial markers looms, there is a growing consensus that the global financial system has crossed the Rubicon and there will be no return to the world of Glass-Steagall separation of securities and banking activities and the days of originate and hold before securitization...

UK FSA Regulatory Reform Charts

Posted on March 29, 2009
UK FSA Regulatory Reform Charts Way Forward on Mark-to-Market AccountingUK Financial Services Authority Chair Adair Turner has set out a broad plan for overhauling financial regulation that envisions a systemic risk macro prudential regulator and increased reporting requirements for unregulated financial institutions such as hedge funds...

SEC Must Have Role in Systemic

Posted on March 27, 2009
SEC Must Have Role in Systemic Risk Regulation Says SEC Chair SchapiroAs Congress considers legislation to create a systemic risk regulator with consolidated power over large financial institutions, SEC Chair Mary Schapiro emphasized that the SEC must have a role in the areas of systemic risk that are part of its investor protection mandate...

FINRA Proposes Amendments to Form

Posted on March 26, 2009
FINRA Proposes Amendments to Form U4, U5 and FINRA Rule 8312The Financial Industry Regulatory Authority ("FINRA") proposed rule changes to Form U4 , Uniform Application for Securities Industry Registration or Transfer, Form U5, Uniform Termination Notice for Securities Industry Registration, and FINRA Rule 8312 ("Broker-Dealer Disclosure)...

Administration Proposes Systemic

Posted on March 26, 2009
Administration Proposes Systemic Risk Legislation Covering Regulation of Hedge Funds, Credit Default Swaps, and OTC DerivativesIn testimony before the House Financial Services Committee, Treasury Secretary Tim Geithner outlined a broad legislative overhaul of the parallel unregulated universe of hedge funds, credit default swaps and OTC derivatives as part of creating a systemic risk regulator for the financial markets...

California Clarifies Form D Filing

Posted on March 26, 2009
California Clarifies Form D Filing Procedures After SEC's 3/16/2009 Electronic Form D Filing MandateProcedures for filing Form D to claim California's Rule 506 or Section 25102(f) exemptions were clarified by the Department of Corporations in light of the SEC's requirement, effective March 16, 2009, that Form D be filed electronically at the federal level...

IAASB Values Relationship with

Posted on March 26, 2009
IAASB Values Relationship with PCAOBIn its annual report, the International Auditing and Assurance Standards Board named the PCAOB as one of its key stakeholders as the goal of global auditing standards comes into sharper focus. Recently, the IAASB completed its Clarity Project to revise and redraft all of its 36 international auditing standards as a precursor to a global set of accepted auditing standards...

Administration Unveils Draft Legislation

Posted on March 25, 2009
Administration Unveils Draft Legislation Authorizing Federal Takeover of Systemically Risky Securities and Commodities FirmsPresaged by testimony before the House Financial Services Committee in which Treasury Secretary Tim Geithner and Fed Chair Ben Bernanke asked Congress to pass legislation allowing the government to take control and unwind non-bank financial institutions such as securities and commodities firms, the Obama Administration unveiled draft legislation empowering a federal regulator to manage the resolution of such firms efficiently and effectively in a manner that limits systemic risk with the least cost to the taxpayer, in conjunction with the primary regulator of the affected institution...

Bloggers, promote your law blog by nominating your blog for inclusion in USLaw.com's Law Blog Directory and RSS Reader. Benefits described.