Corporate & Securities Law

Housing Bill Would Apply Sarbanes-Oxley

Posted on July 12, 2008
Housing Bill Would Apply Sarbanes-Oxley Governance to Fannie Mae and Freddie Mac; Require SEC to Report on Fair Value AccountingActing on a broad consensus that government sponsored enterprises need a strong well-funded federal regulator, Title III of the massive housing bill would overhaul the regulatory oversight of Fannie Mae, Freddie Mac, and the Federal Home Loan Banks...

House Financial Services Committee

Posted on July 11, 2008
House Financial Services Committee Marks Up Securities Act of 2008A bipartisan bill increasing the SEC?s enforcement powers and requiring increased attention to accounting and auditing matters has been marked up by the House Financial Services Committee...

UK Regulator Guides on Agreements

Posted on July 10, 2008
UK Regulator Guides on Agreements Limiting Auditor LiabilityGuidance has been issued on the use of agreements limiting auditor liability between companies and the outside auditors of their financial statements. The UK Companies Act now permits such agreements; and the Financial Reporting Council has offered guidance to help companies assess whether to enter into an agreement with their auditor, and to help them implement the agreement if they decide to do so...

Hedge Funds Violate 13(d) in Amassing

Posted on July 10, 2008
Hedge Funds Violate 13(d) in Amassing Positions; But Can Vote Their SharesActivist hedge funds violated the Exchange Act in using equity swaps to amass a position in a target company, ruled a federal judge (SD NY), but their actions did not rise to the level of irreparable harm required to sterilize their shares...

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

Key Senators Assert Oversight of

Posted on July 09, 2008
Key Senators Assert Oversight of SEC-FED MOU on Investment BanksThe Chair and Ranking Member of the Senate Banking Committee admonished the SEC and the Federal Reserve Board not to implement their historic Memorandum of Understanding on regulating investment banks until the oversight committee can determine that the agreement is in the public interest...

SEC Report Finds Deficiencies in

Posted on July 08, 2008
SEC Report Finds Deficiencies in Credit Ratings of Mortgage-Backed SecuritiesAgainst the backdrop of impending regulatory reform of credit rating agencies by the SEC and the European Commission, an SEC report found that the rating agencies did not properly manage conflicts of interest in rating asset-backed securities during the subprime era...

SEC-FED MOU Charts Cooperative

Posted on July 07, 2008
SEC-FED MOU Charts Cooperative Regulation of Investment BanksAgainst the backdrop of an ongoing crisis in securitization and in the wake of the Bear Stearns bailout, the SEC and the Federal Reserve Board have executed an historic Memorandum of Understanding designed to enhance information sharing and cooperation in the regulation of investment banks and bank holding companies...

Treasury Official Says Private

Posted on July 06, 2008
Treasury Official Says Private Sector Will Play Large Role in Reforming SecuritizationThe reform of the securitization process will involve a public-private partnership in which the private sector will have a critical role to play, in the view of Assistant Treasury Secretary Anthony Ryan...

House AMT Fix Would End Capital

Posted on July 05, 2008
House AMT Fix Would End Capital Gains Treatment of Hedge Fund Managers Carried InterestA House bill protecting taxpayers from experiencing a tax increase under the alternative minimum tax would be primarily paid for by ending the capital gains treatment of carried interest earned by hedge fund and other asset managers...

Hedge Fund Group Opposes Deferred

Posted on July 05, 2008
Hedge Fund Group Opposes Deferred Compensation Provisions in Energy and Tax Extenders BillA bill temporarily extending many expiring tax provisions of the Internal Revenue Code would wrongly pay for those extenders by increasing the tax obligations of the hedge fund industry, in the view of the Managed Funds Association...

European Central Bank Officials

Posted on July 03, 2008
European Central Bank Officials Set Key Principles for Reforming SecuritizationRecent remarks by the two most senior officials of the European Central Bank reflect a growing consensus that the originate and distribute securitization model will be retained in the wake of the subprime crisis...

FSA Adopts New Disclosure Regime

Posted on July 03, 2008
FSA Adopts New Disclosure Regime for Hedge Fund Derivatives PositionsIn an effort to prevent hedge funds and other market participants from using contracts for difference to influence corporate governance and build up undisclosed stakes in companies, the UK Financial Services Authority will require disclosure of interests in a company?s shares held through derivatives, such as contracts of difference...

Delaware Supreme Court Will Answer

Posted on July 02, 2008
Delaware Supreme Court Will Answer SEC Shareholder Proxy Proposal QuestionIn the first test of a new process allowing the SEC to certify questions to the Delaware Supreme Court, the Court quickly agreed to answer the question of whether a shareholder proxy proposal seeking to require the company to reimburse the reasonable expenses incurred by stockholders running a slate of director nominees for election is a proper subject for action by shareholders under Delaware law...

Banking and Securities Associations

Posted on July 02, 2008
Banking and Securities Associations to Develop Securitization Disclosure GuidelinesA consortium of European and global banking and securities associations has transmitted a report to European Commissioner for the Internal Market Charlie McCreevy on improving transparency in the securitization process...

FINRA Proposes Rule 5122 on Private Placements Issued by Members

Posted on July 02, 2008
The Financial Industry Regulation Authority (FINRA) formerly known as the National Association of Securities Dealers (NASD) filed a proposal rule with the SEC under Section 19(b)(1) of the Securities Exchange Act of 1934. Proposed FINRA Rule 5122 "Private Placements of Securities Issued by Members" would require a member engaging in a private placement of unregistered securities issued by a member or control entity to: (1) make certain disclosures to investors in a private placement memorandum ("PPM"); or (2) file the PPM with FINRA; and (3) commit that at least 85% of the offering proceeds will be used for the business purposes identified in the PPM...

ABA State Securities Committee Requests Uniformity for State Compensatory Benefit Plan Exemptions

Posted on July 02, 2008
The ABA Committee of State Securities Regulation sent a letter on June 27th to Don Saxon, the Ombudsman for the North American Securities Administrators Association (NASAA) and Commissioner of the Florida Office of Financial Regulation, requesting that he speak with the various state securities commissioners about redrafting their compensatory benefit plan exemptions to make them uniform with each other...

Treasury Official Examines Hedge

Posted on July 01, 2008
Treasury Official Examines Hedge Fund Best Practices EffortsThe committees charged by the President?s Working Groups on Financial Markets with setting best practices for hedge funds will be finalizing its proposals in the coming months, reported Treasury Under Secretary Robert Steel...

Big Four Object to Importing Legal

Posted on June 30, 2008
Big Four Object to Importing Legal Rule into PCAOB Standard for Audit Engagement ReviewThe Big Four audit firms have serious concerns about the PCAOB?s proposed standard addressing the responsibility of the audit firm partner that reviews the work of the engagement partner on a public company audit...

SEC Commissioner Troy Paredes on

Posted on June 29, 2008
SEC Commissioner Troy Paredes on Shareholder Access and Business Judgment RuleNew SEC Commissioner Troy Paredes has mentioned shareholder access to directly nominating directors in the context of exploring whether CEO overconfidence is the product of corporate governance...

House Passes Bill Directing CFTC

Posted on June 29, 2008
House Passes Bill Directing CFTC to End Speculation in Energy Futures MarketsThe House has passed a bi-partisan measure directing the CFTC to immediately curb the role of excessive speculation in the energy and swaps futures market within its jurisdiction and eliminate unlawful activity preventing the markets from accurately reflecting the forces of supply and demand of energy commodities...

Hedge Fund Standards Board Charts

Posted on June 27, 2008
Hedge Fund Standards Board Charts Path to Int'l Best Practices The Hedge Fund Standards Board has named Antonio Borges as its first permanent chairman, with a goal to harmonize international standards for hedge funds. He is a former Vice Governor of the central bank of Portugal...

European Central Bank Official

Posted on June 27, 2008
European Central Bank Official Predicts Single Securities Settlement Regime The best route to a single cross-border transparent securities settlement system in which real time settlement in central bank money is provided across accounts is the Target2 Securities Initiative...

Claim Stands, But Individual

Posted on June 27, 2008
Claim Stands, But Individual Scienter Not Necessary The 2nd Circuit agreed with a district court finding that a plaintiff need show actionable scienter by individual defendants in order to show corporate scienter. The panel concluded, however, that while even though the lack of individual scienter did not preclude a similar finding against the corporate entity, the plaintiffs in this instance failed to show the requisite fraudulent intent by other means...

FSA Requires Enhanced Disclosure

Posted on June 26, 2008
FSA Requires Enhanced Disclosure of Short Positions In a significant move, particularly for hedge funds, the UK Financial Services Authority adopted rules requiring the disclosure of significant short positions in stocks admitted to trading on markets which are undertaking rights issues...

House Bill Closes London and Swaps

Posted on June 24, 2008
House Bill Closes London and Swaps Loopholes and Empowers CFTCA bill to firmly and finally close both the London and Swaps Dealers loopholes left open by the recently enacted Farm Bill has been introduced by Rep. Bart Stupak, chair of the a House energy subcommittee...

ABA Securities Committees Comment on SEC Form ADV Amendments

Posted on June 24, 2008
On June 18, 2008 the ABA Committees on Federal and State Securities Regulation submitted comments to the SEC about the SEC?s proposed amendments to Form ADV and about rules under the Investment Advisers Act of 1940. Comments concerned electronic filing of Part 2 of Form ADV through the Investment Adviser Registration Depository (IARD) ["brochure delivery requirement"], as well as the brochure delivery requirements for investment advisers to their private fund clients, custodial fees, custody of client funds in Rule 206(4)-2 of the Investment Advisers Act of 1940 and disciplinary information requirements in Rule 206(4)-4...

Congress Moving to Close the London

Posted on June 23, 2008
Congress Moving to Close the London Loophole Left Open by Farm BillCompanion bills have been introduced in the House and Senate to close a loophole allowing speculative energy trades by US traders on the London Exchange. The bills are designed to ensure that energy commodities traded on foreign exchanges using trading terminals located within the United States are subject to the same speculative trading limits and reporting requirements as energy commodities traded on U...

Obama Calls for Closing Part of

Posted on June 22, 2008
Obama Calls for Closing Part of Enron Loophole Left Open by Farm BillIn a major development, Senator Barack Obama has endorsed efforts to fully close the Enron Loophole that many believe was partially left open by the recent fix embodied in the Farm Bill...

SEC Plans Historic and Profound

Posted on June 22, 2008
SEC Plans Historic and Profound Changes to Form ADVForm ADV is the primary disclosure document that investment advisers provide to clients and prospective clients. It contains information about the adviser's business, backgrounds of advisory personnel, disciplinary information and conflicts of interest...

Canadian Supreme Court Reverses

Posted on June 22, 2008
Canadian Supreme Court Reverses Extending Revlon Doctrine to BondholdersOn an expedited appeal, the Supreme Court of Canada set aside a court of appeals ruling that the Delaware doctrine requiring directors to maximize shareholder value through an auction process when a company is in play also applies to bondholders...

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