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Corporate & Securities Law

Jim Hamilton's World of Securities Regulation

Opines on every level of securities regulation (federal, state, international, theoretical) covering market players of all types (e.g., accountants, broker-dealers, foreign issuers, hedge funds, market manipulators) who engage all sorts of transactions and activities (acquisitions, financial reporting, private placements, pyramid schemes). Highlights issues of particular importance to securities lawyers and their clients with emphasis on SEC rulemaking, industry trends, and the many curiosities that inhabit this world.
By Jim Hamilton

Post Frequency: 15.3/day

Last Entry: April 01, 2011 at 16:29:00

Obama Administration Introduces

Posted on July 16, 2009
Obama Administration Introduces Legislation Regulating Hedge Fund AdvisersFollowing up on its plan for overhauling US financial regulation, the Obama Administration has proposed specific legislation requiring advisers to hedge funds and other private investment funds with more than $30 million under management to register with the SEC and be subject to significant disclosure and other requirements...

NASAA Urges Extension of Treasury's

Posted on July 15, 2009
NASAA Urges Extension of Treasury's Fiduciary Duty ProposalThe North American Securities Administrators Association (NASAA) has joined several other public interest organizations in expressing strong support for the proposal in the Obama Administration's White Paper on financial regulatory reform to subject all those who provide investment advice to a fiduciary duty to act in their clients' best interests...

2nd Circuit: Adviser Not to Blame

Posted on July 15, 2009
2nd Circuit: Adviser Not to Blame for Alleged Ponzi Scheme LossesInvestors who claimed that they were defrauded by a hedge fund that was operating as a Ponzi scheme could not recover against the advisory firm that directed them to the funds in question, held the 2nd Circuit in South Cherry Street, LLC v...

Liquidating GM Entity Receives

Posted on July 13, 2009
Liquidating GM Entity Receives Reporting ReliefThe corporate entity formerly known as GM has been granted relief from its Exchange Act reporting requirements on Forms 10-K and 10-Q. During the pendency of its reorganization, the company, described as "Old GM" in the request and staff reply, must file any financial reports required to be filed with the bankruptcy court and make disclosures regarding material events relating to the liquidation under cover of Form 8-K...

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Bill Increasing Adviser Oversight

Posted on July 13, 2009
Bill Increasing Adviser Oversight at Federal Level Causing ConcernA bill introduced Wednesday, July 8 by Barney Frank, Chair of the House Financial Services Committee, to provide the SEC with federal jurisdiction over the 14,000 investment advisory firms regulated solely by the states is causing concern among those investment advisers, state securities regulators and the Consumer Federation of America in Washington D...

California IOUs are Securities,

Posted on July 10, 2009
California IOUs are Securities, Says SEC StaffInstruments issued by the state of California during its current budget crisis are securities, advised the SEC staff in an advisory statement. The state issued the instruments, commonly referred to as "IOUs," to individuals who were entitled to a tax refund or vendors who were entitled to payments...

Virginia Adopts Securities Rule

Posted on July 09, 2009
Virginia Adopts Securities Rule ChangesRule revisions were adopted by the Virginia Division of Securities and Retail Franchising, effective July 1, 2009. One amendment eliminates the Form U-2 filing requirement for Rule 505 and 506 offerings but mandates issuers to submit as their notice to the Division the same Form D filed with the SEC...

District Court: Deposition Testimony

Posted on July 08, 2009
District Court: Deposition Testimony Did Not Waive PrivilegeIndividual defendants in a class action suit against Sprint Corp. did not waive the attorney-client privilege by partially disclosing legal advice during their depositions. Magistrate Judge James P...

DC Circuit Upholds OTS Limit on

Posted on July 08, 2009
DC Circuit Upholds OTS Limit on MHC Subsidiary Minority OwnershipA federal appeals panel upheld an Office of Thrift Supervision regulation that allows subsidiaries of mutual holding companies to limit their minority shareholders to 10 percent of the subsidiary?s total minority stock...

UK Financial Services Secretary

Posted on July 07, 2009
UK Financial Services Secretary Criticizes EU Fund Manager Directive ProposalPaul Myners, the UK Financial Services Secretary to the Treasury, said that European Commission?s Alternative Investment Fund Managers draft directive is a "flawed" document that requires "major surgery...

Annuities Were Securities, Foundation

Posted on July 06, 2009
Annuities Were Securities, Foundation Was Not ExemptBy Rodney TonkovicAssociate Writer-Analyst, CCH Federal Securities Law ReporterA 9th Circuit panel affirmed a district court's judgment that charitable gift annuities were investment contracts and therefore securities under federal law...

NASAA Opens Registration for Annual

Posted on July 05, 2009
NASAA Opens Registration for Annual Conference in DenverThe North American Securities Administrators Association (NASAA) will convene its 92nd Annual Conference at the Sheraton Denver Downtown Hotel in Denver, Colorado from September 13–15, 2009...

NASAA Supports Judicial Scrutiny

Posted on July 03, 2009
NASAA Supports Judicial Scrutiny of Fund Advisory FeesNASAA has filed an amicus brief with the United States Supreme Court in Jones v. Harris Associates, L.P., urging the high court to reverse a decision of the Seventh Circuit and permit the petitioners to pursue claims against a fund's investment adviser for charging excessive fees in breach of the fiduciary duty under Section 36(b) of the Investment Company Act of 1940...

SEC Inspector General Asks Congress

Posted on July 02, 2009
SEC Inspector General Asks Congress to Expand PCAOB Reach and Broaden Whistleblower ProgramAs the House Financial Services Committee prepares financial regulatory reform legislation, the SEC?s Inspector General has suggested the implementation of a number of specific reforms...

SEC Proposes Enhanced Compensation Disclosure and Faster Disclosure of Voting Results

Posted on July 02, 2009
The SEC has proposed a broad package of corporate disclosure improvements and proxy solicitation enhancements designed to provide shareholders with access to important information about company compensation policies and procedures and their impact on risk-taking, director qualifications, and compensation consultants...

SEC Approves NYSE Proposal Eliminating Broker Discretionary Voting for Directors

Posted on July 02, 2009
The SEC has approved an NYSE proposal eliminating broker discretionary voting for all elections of directors, whether contested or not. Currently, NYSE Rule 452 and corresponding Listed Company Manual Section 401.08 permit brokers to vote on behalf of their beneficial owner customers in uncontested elections of directors if the customers have not returned voting instructions...

Georgia Issues Administrative Orders

Posted on July 02, 2009
Georgia Issues Administrative Orders to Coordinate with New Georgia Securities ActAdministrative orders were issued by the Georgia Commissioner of Securities to coordinate with the new Georgia Uniform Securities Act adopted effective July 1, 2009. The 13 administrative orders, also effective July 1, 2009, are summarized as follows:Federal Covered Securities...

Senate Bill Would Nullify SEC Rule

Posted on July 01, 2009
Senate Bill Would Nullify SEC Rule 151AAs the US Court of Appeals for the District of Columbia considers the future of SEC Rule 151A, bi-partisan legislation introduced by Senator Ben Nelson would nullify the Commission?s adoption of Rule 151A before it has a chance to take effect...

SEC Proposes Rules to Implement Legislative Say-on-Pay Mandate

Posted on July 01, 2009
The SEC has proposed changes to the federal proxy rules implementing the Dodd Amendment in the stimulus legislation requiring that TARP recipients provide a separate shareholder advisory vote to approve the compensation of executives. The Dodd Amendment is codified in Section 111(e) of the Emergency Economic Stabilization Act (EESA)...

SEC Commissioner Calls Corporate Secretaries Gatekeepers of Corporate Governance

Posted on July 01, 2009
Corporate secretaries are the gatekeepers of corporate governance for their companies, declared SEC Commissioner Elisse Walter, and as such they can ensure that their boards have the advice and resources necessary to discharge their fiduciary duties. In remarks at the annual seminar of the Society of Corporate Secretaries and Governance Professionals, the commissioner also said that sound corporate governance demands that shareholders have a real say in determining who will oversee management of the companies that they own...

FASB Codification of US GAAP Takes Effect

Posted on July 01, 2009
The FASB Accounting Standards Codification became effective July 1, 2009. Going forward, it will be the source of authoritative U.S. GAAP. Rules and interpretive releases of the SEC under authority of the federal securities laws are also sources of authoritative GAAP for SEC registrants...

Draft Legislation Creating Consumer

Posted on June 30, 2009
Draft Legislation Creating Consumer Financial Protection Agency Mandates Coordination with SEC but Excepts SEC-Registered Brokers and AdvisersThe Obama Administration has sent draft legislation to Congress that would create a new federal Consumer Financial Protection Agency to protect consumers across the financial sector from unfair, deceptive, and abusive practices...

Wisconsin Legislature Adopts Fee

Posted on June 30, 2009
Wisconsin Legislature Adopts Fee Increases Effective June 30, 2009, the Wisconsin Legislature adopts the following fee increases:1. Securities Agents/Investment Adviser Representatives:$80 per person (up from $30)2. Branch office maintenance: $80 (up from $30)3...

Financial Stability Board Charts

Posted on June 30, 2009
Financial Stability Board Charts Role Ensuring Globally Consistent Financial RegulationArmed with a mandate from the G-20 to promote globally consistent financial regulation, the Financial Stability Board has reorganized to better carry out is critical mission as the US and the EU prepare major reform legislation...

IOSCO Issues Principles for Hedge

Posted on June 30, 2009
IOSCO Issues Principles for Hedge Fund Regulation as Legislation LoomsWith the US and EU readying legislation to regulate hedge funds, IOSCO has set forth six high level principles for hedge fund regulation driven by disclosure and international coordination...

SEC Defends Gartenberg Ruling in

Posted on June 29, 2009
SEC Defends Gartenberg Ruling in Amicus Brief Filed with Supreme CourtThe SEC defended the venerable 1982 Gartenberg ruling in an amicus brief filed with the US Supreme Court in a case involving the fiduciary duty imposed on mutual fund advisers under Section 36(b) of the Investment Company Act...

Japan FSA Endorses Obama Administration

Posted on June 28, 2009
Japan FSA Endorses Obama Administration Call for Systemic Risk Regulation, Including Hedge Funds and DerivativesA senior official of the Japanese Financial Services Agency has endorsed the Obama Administration?s call for systemic risk regulation and international consistency in the regulatory reform through the offices of the Financial Stability Board...

Nebraska Issues Electronic Form

Posted on June 25, 2009
Nebraska Issues Electronic Form D Policy for Rule 506 IssuersIssuers offering securities under Rule 506 of federal Regulation D must file with the Nebraska Department of Banking and Finance an authenticated paper copy of the Form D filed electronically with the SEC, beginning March 16, 2009...

North Carolina Provides Requirements

Posted on June 25, 2009
North Carolina Provides Requirements for Issuers Claiming Rule 506 Exemption Following Mandate that Form D be Filed Electronically with the SECIssuers relying on the exemption under Rule 506 of federal Regulation D must submit to the North Carolina Securities Division an authenticated paper copy of the Form D filed electronically with the SEC and a $350 fee, beginning March 16, 2009...

Tennessee Sets Forth Electronic

Posted on June 24, 2009
Tennessee Sets Forth Electronic Form D Filing Requirements for Rule 505 and 506 OfferingsRule 505. Beginning March 16, 2009, issuers intending to make a securities offering in Tennessee under Rule 505 of federal Regulation D must file with the Securities Division a printed copy of the Form D electronically filed with the SEC, manually signed by the issuer's authorized person...

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