Recent Articles

Say on Pay: A Practice Pointer

Rick Jordan
February 15, 2012 15:47

This week, the SEC released a new Compliance and Disclosure Interpretation (“C&DI”) for Exchange Act Rule 14a-21.  This rule sets forth one of the say-on-pay requirements mandated by the Dodd-Frank Act.  It requires issuers to periodically afford shareholders the right to...

Over a Million Reasons Not to Violate the Securities Laws

February 09, 2012 14:31

We had occasion to review the civil and criminal penalties for violating SEC regulations and the Sarbanes-Oxley Act of 2002 and thought a quick post may serve to remind our readers of the severity of securities law violations. Civil Penalties  We have summarized the civil penalties...

SEC's Responses to FAQs Regarding "Family Office" Exclusion from "Investment Adviser"

January 30, 2012 17:20

As previously described, the Securities and Exchange Commission has, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted a rule to exclude “family offices” from the definition of “investment adviser” under the Investment Advisers Act of...

New Calls to Eliminate the Prohibition of General Solicitation or General Advertising in Private Securities Offerings

January 19, 2012 20:53

Within the last two weeks, there have been two new calls for the Securities and Exchange Commission to amend its Rule 502(c) of Regulation D to eliminate the prohibition of “general solicitation or general advertising” (the “Prohibition”) with respect to certain...

Liquidating Trusts: A Discussion of SEC Reporting and Registration Requirements

Austin Ke
January 13, 2012 21:25

There has been a high volume of bankruptcy filings over the last three years of the economic downturn and they do not show any signs of letting up.  Whether it is Hostess Brands—with the future of Twinkies at risk, the prospect of iconic Kodak in the Bankruptcy Court or AMR Corp.’s...

MIND THE GAAP: Ringing in the New Year

Suzanne Dixon
January 12, 2012 17:49

New Year’s resolutions come in all shapes and sizes.  This year, investors may seek refuge in the adage “older but wiser” with respect to the flurry of questionable financial reporting during 2011 at Chinese companies listed in the United States. Auditors have been caught...

SEC Adopts Amendments to Its Accredited-Investor Net-Worth Standard

December 22, 2011 23:13

The Securities and Exchange Commission announced on Dec. 21, 2011 that it has adopted amendments to its rules regarding the net-worth standard (PDF) for determining an individual “accredited investor” for purposes of certain exemptions from the registration requirements of the...

Insider Gifts of Securities to Charities

December 21, 2011 01:05

A question posed occasionally at this time of year is whether a director or an officer may make a gift of his or her company’s securities to a charitable organization without exposing the director or officer to insider-trading liability under SEC Rule 10b-5.  Although the question is...

SEC Enforcement of Investment Adviser Compliance Policies

December 08, 2011 15:28

A federally registered investment adviser must formulate, adopt and maintain, and implement, certain policies specified by SEC rules.  That obligation applies regardless of the adviser’s size or scope of activities.  Although certain of the policies may seem cumbersome or...

SEC Shortens Period For Public Release of Filing Review Correspondence

Rick Jordan
December 07, 2011 00:00

The SEC announced a modification to its filing review correspondence program on Dec. 1, 2011.  Since a policy change in 2005, the SEC has been publicly releasing its correspondence, including comment letters and response letters, “no earlier than 45 days” after completion of the...