08/15/2014 - Corporate Counsel Guest Article: The Offer: What Small-Cap Issuers Need to Know
U.S. securities laws tightly regulate communications in connection with securities transactions, and tough questions can arise about what communications are acceptable. In particular, the communications that concern public companies and the securities law practitioners who advise them are “offers.”
04/12/2011 - SEC to Consider Extension of Registration Deadlines Applicable to Investment Advisers
In a letter dated April 8, 2011, to the President of the North American Securities Administrators Association (“NASAA
”), Robert Plaze, Associate Director of the Division of Investment Management of the Securities and Exchange Commission (the “SEC
”), stated that the SEC is expecting to adopt final rules implementing various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act
”) applicable to investment advisers by July 21, 2011.
02/24/2011 - SEC Proposes Private Fund Systemic Risk Reporting on New Form PF
On January 25, 2011, the Securities and Exchange Commission (the “SEC”) proposed new Rule 204(b)-1 (the “Proposed Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
02/02/2011 - New FINRA Rule 5131 to Address Abuses in the Allocation and Distribution of IPOs
On November 29, 2010, the Financial Industry Regulatory Authority, Inc. (“FINRA
”) announced that FINRA Rule 5131 will take effect on May 27, 2011. FINRA Rule 5131 is intended to sustain public confidence in the initial public offering (“IPO
”) process by regulating the allocation, pricing and trading of IPOs of equity securities (“New Issues
01/27/2011 - Exemptions From Investment Adviser Registration: The SEC’s Proposed New Rules
Effective as of July 21, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) repeals a key exemption from investment adviser registration currently relied upon by many private fund managers and replaces it with several much more limited exemptions from registration.
12/28/2010 - SEC Proposes New Disclosure and Reporting Requirements for Investment Advisers
On November 19, 2010, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and Form ADV under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that would implement various amendments to the Advisers Act contained as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
10/21/2010 - SEC Proposes Definition of “Family Office”
As part of the ongoing rulemaking initiatives contemplated by the Dodd-Frank Act, the Securities and Exchange Commission recently released a proposed rule defining “family offices” for purposes of an exemption from registration under the Investment Advisers Act of 1940.
07/23/2010 - Significant New Registration, Reporting and Regulatory Requirements Imposed on Advisers to Private Funds
On July 21, 2010, President Obama officially signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which represents the most sweeping regulatory overhaul of the financial markets since the Great Depression. This alert addresses Title IV of the Act, codified as the Private Fund Investment Advisers Registration Act of 2010 (the “Registration Act”).
07/02/2010 - SEC Adopts Pay-to-Play Rules
On June 30, 2010, the Securities and Exchange Commission (the “SEC”) formally adopted Rule 206(4)-5 (the “Pay-to-Play Rule”) under the Investment Advisers Act of 1940, as amended (the “Act”).
01/13/2010 - SEC Adopts Amendments to Custody Rule
On December 30, 2009, the Securities and Exchange Commission (the “SEC”) formally published amendments to Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Custody Rule”). The Custody Rule is designed to increase protections for clients and investors who turn their assets over to an investment adviser registered with the SEC, and it imposes significant new regulatory requirements on advisers with custody of client assets.
12/29/2009 - SEC Amends Disclosure Rules for Executive Compensation and Corporate Governance
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to its rules affecting disclosure of executive compensation and corporate governance matters. This alert summarizes the key changes.
11/12/2009 - SEC to Allow More Shareholder Proposals Related to Risk Management and CEO Succession Planning
On October 27, 2009, the staff of the Division of Corporation Finance (“Staff”) of the U.S. Securities and Exchange Commission (“SEC”) issued Staff Legal Bulletin No. 14E, which provides guidance about how the Staff will consider under the SEC’s proxy rules shareholder proposals relating to risk issues or to CEO succession planning.
10/01/2009 - Software Licenses: Permission vs. Forgiveness and the Law of Unintended Consequences
In a case that may prove to be as serendipitous for struggling software companies as anything else, the United States Court of Appeals for the Sixth Circuit wrote another chapter in the law of unintended consequences with its ruling in Cincom Systems, Inc. v. Novelis Corp.
(published September 25, 2009 pursuant to Sixth Circuit Rule 206: File Name: 09a0346p.06).
02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.