Jim Hamilton's World of Securities Regulation: Corporate & Securities Law

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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

McCreevy Vets Counterparty Clearing

Posted on February 22, 2009
McCreevy Vets Counterparty Clearing Facility for Credit Default SwapsHeeding the urgent call of European Commissioner for the Internal Market Charlie McCreevy, the derivatives industry has committed to implement the clearing of credit default swaps on a European central counterparty (CCP), pending a more complete review of the whole derivatives area...

NASAA Seeks Comments on Proposal

Posted on February 20, 2009
NASAA Seeks Comments on Proposal Regarding Multi-State Review of Requests for Interpretive Opinions and No-Action LettersThe Coordinated Interpretations Project Group of the North American Securities Administrators Association (NASAA) has requested public comments on the adoption of a new Statement of Policy Regarding Multi-State Review of Requests for Interpretative Opinions and No-Action Letters...

UK FSA Seeks Inout on Proposed

Posted on February 20, 2009
UK FSA Seeks Inout on Proposed Short Selling Disclosure RequirementThe below post is compliments of my esteemed colleague John Filar AtwoodThe U.K. Financial Services Authority has proposed a general short selling disclosure requirement in a discussion paper that asks market participants for their input on the international debate on short sales...

FINRA Proposes New Registration

Posted on February 20, 2009
FINRA Proposes New Registration Category for Investment Banking ProfessionalsThe Financial Industry Regulatory Authority filed with the SEC a proposed rule change to create a Rule 1032(i) to add a new category for limited representative registration for investment banking professionals...

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SEC Corporate Finance Division

Posted on February 19, 2009
SEC Corporate Finance Division Provides Guidance for Form D Filers The SEC's Corporate Finance Division provides the following guidance to new filers and Form D filers.Until March 15, 2009, Form D filers may submit their filings in either paper or electronic form...

FASB to Review Fair Value Accounting;

Posted on February 19, 2009
FASB to Review Fair Value Accounting; American Bankers Assoc. Urges Use of IASB FormulaKeying on a seminal SEC report and its own internal evaluation, FASB will conduct an intensive review of fair value accounting as part of an effort to improve the guidance used to determine fair values and the disclosure of fair value estimates...

House Bill Would Tax Securities

Posted on February 17, 2009
House Bill Would Tax Securities Transactions to Pay for TARPA House bill would impose a securities transfer tax to pay for the cost of the troubled asset relief program (TARP). The Let Wall Street Pay for Wall Street's Bailout Act of 2009 (HR 1068) would add a new Section 4475 to the Internal Revenue Code to impose a tax on each covered securities transaction in an amount equal to the applicable percentage of the value of the security involved in the transaction...

House Agriculture Committee Reports

Posted on February 16, 2009
House Agriculture Committee Reports Out Derivatives Oversight BillThe House Agriculture Committee has approved legislation to increase the transparency of and strengthen the oversight of futures, options and over-the-counter (OTC) markets. By voice vote, the Committee approved the Derivatives Markets Transparency and Accountability Act of 2009 as amended, a bill sponsored by Committee Chair Collin Peterson...

Congress Passes Stimulus Act with

Posted on February 15, 2009
Congress Passes Stimulus Act with Stringent Executive Compensation Rules and Strong Corporate Governance MandatesCongress has passed and cleared for the President the American Recovery and Reinvestment Act of 2009, imposing stringent executive compensation limits on companies participating in the troubled assets relief program (TARP) and setting up a conflict between legislative mandates and less restrictive Treasury regulations...

Tide Shifts in Federal Preemption

Posted on February 13, 2009
Tide Shifts in Federal Preemption of State Securities Cases Involving Rule 506 TransactionsThe National Securities Markets Improvement Act of 1996 (NSMIA) was designed, among other things, to curtail over-regulation of securities at the state level and, hence, increase capital formation, by preempting the states from regulating securities in transactions considered to belong exclusively to federal regulators such as the SEC...

Stimulus Bill Imposes Corporate

Posted on February 13, 2009
Stimulus Bill Imposes Corporate Governance Standards and Say on PayThe American Recovey and Reinvestment Act of 2009 (H.R. 1), as reported out of the conference committee and cleared for passagwe imposes various executive compensation limits on companies participating in the troubled assets relief program (TARP)...

House Passes Stimulus Bill with

Posted on February 13, 2009
House Passes Stimulus Bill with Say on PayThe American Recovery and Reinvestment Act of 2009 has passed the House and is in the verge of Senate passage. The Actimposes various executive compensation limits on companies participating in the troubled assets relief program (TARP)...

Whistleblower Claim Fails, 1st

Posted on February 11, 2009
Whistleblower Claim Fails, 1st Circuit Finds Fraud Belief Not ReasonableA former employee seeking Sarbanes-Oxley Act whistleblower protection acted in good faith, concluded a 1st Circuit panel, but under an objective analysis, his belief that the company was engaged in fraud was not reasonable (Day v...

Stimulus Bill Will Rescind IRS

Posted on February 11, 2009
Stimulus Bill Will Rescind IRS Notice 2008-83 and Exclude TARP Recipients from Five-Year Operating Loss CarrybackThe American Recovery and Reinvestment Act will soon be reported out of conference and become law. As of this writing, both House and Senate versions of the bill rescind IRS Notice 2008-83 and exclude TARP recipients from the five-year carryback of net operating losses...

Geither Announces Transparent Regime

Posted on February 10, 2009
Geither Announces Transparent Regime to Remove Toxic Securities from Bank Balance SheetsUS Treasury Secretary Tim Geithner unveiled a Financial Stability Plan based on transparency and accountability and risk management. With many financial institutions burdened with illiquid asset-backed securities, the Financial Stability Plan will respond to the uncertainty about the real value of these illiquid instruments through increased transparency and disclosure...

Virgin Islands Decides Its First

Posted on February 10, 2009
Virgin Islands Decides Its First Securities CaseThe U.S. Virgin Islands, the latest jurisdiction to begin regulating securities by adopting the Model Uniform Securities Act in 2005 and some coordinating administrative orders in 2005 and 2006, has just decided its first securities case at trial court level...

Utah Amends 506 Exemption Rule

Posted on February 10, 2009
Utah Amends 506 Exemption Rule to Accommodate Electronic Form DA 506 exemption rule was amended by the Utah Securities Division to accommodate electronic Form D that issuers have the option of filing electronically through March 15, 2009 but will be required to file electronically with EDGAR starting March 16, 2009...

Action Alleges that Auditor of

Posted on February 09, 2009
Action Alleges that Auditor of Feeder Fund to Madoff Breached Fiduciary DutyInvestors in a feeder fund to the Madoff fund have alleged that the Big Four independentauditor of the feeder fund violated GAAS and breached its duty of care by ignoring red flags and failing to identify the risk of loss associated with its client fund entrusting its investment capital to the Madoff fund...

Senate Stimulus Bill Contains Corporate

Posted on February 09, 2009
Senate Stimulus Bill Contains Corporate Governance and Executive Compensation TitleThe Senate version of the American Recovery and Reinvestment Act contains restrictions on various forms of executive compensation for companies participating in the troubled assets relief program (TARP)...

Senate Bill (Leahy) Would Strengthen

Posted on February 06, 2009
Senate Bill (Leahy) Would Strengthen Securities Fraud and Financial Fraud EnforcementA bill to improve enforcement of securities fraud and financial institution fraud involving asset-backed securities and fraud related to federal assistance and relief programs was introduced by Senator Patrick Leahy, chair of the Judiciary Committee...

Treasury and SEC Aim to Align Executive

Posted on February 05, 2009
Treasury and SEC Aim to Align Executive Compensation with Risk ManagementNew Treasury guidance on executive compensation includes immediate restrictions on companies receiving exceptional financial recovery assistance, such as limiting the total amount of compensation to no more than $500,000 for senior executives except for restricted stock awards...

UK Hedge Fund Standards Board Relies

Posted on February 04, 2009
UK Hedge Fund Standards Board Relies on Investor Due Diligence and FSA InvolvementThe UK Hedge Fund Standards Board has promulgated standards on a comply or explain basis and relies on investor due diligence and the active involvement of the Financial Services Authority...

SEC Adopts Credit Rating Agency

Posted on February 03, 2009
SEC Adopts Credit Rating Agency Reforms Including Differentiation of Asset-Backed Securities ProductsAainst the backdrop of a financial crisis partially caused by a lack of confidence in the accuracy of credit ratings, the SEC has adopted rules reforming the credit rating agency process...

SEC Official Endorses Central Counterparty

Posted on February 02, 2009
SEC Official Endorses Central Counterparty for Credit Default Swaps as Global Consensus GrowsAgainst the backdrop of a growing global consensus favoring a central counterparty for credit default swaps, Elizabeth King, SEC Associate Director for Trading and Markets, said that a well-regulated and prudently managed central counterparty for credit default swaps has the potential to significantly reduce counterparty credit risks to market participants...

Second Part of Obama Reform Will

Posted on February 01, 2009
Second Part of Obama Reform Will Remove Toxic Securities from Books of Financial InstitutionsThe second phase of President Obama?s reform initiative will soon begin to take shape, which is the unfreezing of lending and securitization by removing illiquid asset-backed securities from the books of complex financial institutions...

Senior Senators Introduce Hedge

Posted on January 29, 2009
Senior Senators Introduce Hedge Fund SEC Registration BillA bill requiring hedge funds to register with the SEC has been introduced by Senators Carl Levin and Charles Grassley. The Hedge Fund Transparency Act would make hedge funds subject to SEC regulation and oversight by requiring them to register with the SEC, to file an annual public disclosure form with basic information, to maintain books and records required by the SEC, and to cooperate with any SEC information request or examination...

UK FSA Chair Outlines Proposal

Posted on January 28, 2009
UK FSA Chair Outlines Proposal for Broad Regulatory ReformUK Financial Services Chair Adair Turner laid out a sweeping financial regulatory reform plan centered on a macro-prudential systemic risk regulator and a safer and more transparent securitization process...

House Passes Stimulus Bill Repealing

Posted on January 28, 2009
House Passes Stimulus Bill Repealing IRS Ruling 2008-83 Favoring Bank Acquisitions; Excludes TARP Recipients from 5-Year Loss CarrybackThe House has passed an economic stimulus bill, HR 1, prospectively repealing IRS Notice 2008-83 that interprets Section 382 of the Internal Revenue Code to allow banks and other financial institutions pursuing acquisitions to write-off acquired losses stemming from takeovers of other banks to offset future income...

Geithner Promises Congress to Review

Posted on January 27, 2009
Geithner Promises Congress to Review IRS Ruling 2008-83 Favoring Bank AcquisitionsAt his Senate confirmation hearings, Treasury Secretary Tim Geithner acknowledged that IRS Ruling 2008-83 favoring bank acquisitions raised complex issues about Treasury?sauthority and differential treatment of the financial services industry...

Proposed FINRA Rule 5122 to Impose

Posted on January 27, 2009
Proposed FINRA Rule 5122 to Impose Requirements Regarding Member Private OfferingsFinancial Industry Regulatory Authority, Inc. (?FINRA?) filed with the Securities and Exchange Commission (?SEC? or ?Commission?) a proposed rule change to adopt new FINRA Rule 5122...

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