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

IRS Says Treasury Program to Support

Posted on September 23, 2008
IRS Says Treasury Program to Support Money Market Funds Does Not Run Afoul of Federal Guarantee of Tax Exempt Bonds under IRCThe IRS has found that the Treasury program to support tax-exempt money market funds during this period of market turmoil does not violate restrictions against federal guarantees of tax-exempt bonds under Section 149(b) of the Internal Revenue Code...

Global Securities Regulators Follow

Posted on September 23, 2008
Global Securities Regulators Follow SEC Lead and Ban Short Selling to Prevent Regulatory ArbitrageFollowing the lead of the SEC and the UK Financial Services Authority, and in an effort to prevent regulatory arbitrage, securities regulators around the world have acted to ban forms of short selling as the crisis in the financial markets spreads globally...

Form D Amendments--When to File

Posted on September 22, 2008
Form D Amendments--When to File ThemEffective September 15, 2008, issuers must file amendments to a notice on Form D:1. Within 12 months of: (a) the initial Form D filing; or (b) within 12 months of the most recent Form D amendment filing, if the offering is continuing;2...

SEC Amends Orders Halting Short

Posted on September 22, 2008
SEC Amends Orders Halting Short Selling in Stocks of Financial Institutions and Requiring Hedge Funds to Report Short PositionsThe SEC has amended its emergency orders prohibiting short selling in 799 financial companies and requiring institutional money managers to report their new short sales of certain publicly traded securities...

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Federal Securities Act of 2008

Posted on September 22, 2008
Federal Securities Act of 2008 Impacts Blue Sky LawThe new federal Securities Act of 2008 impacts Blue Sky law in the following ways:Secs. 4 and 5(a) of the Act (pp. 10-12) amend 1933 Act Sec. 18(b)(1) to: (1) delete the reference in Sec. 18(b)(1)(A) to the National Market System of the Nasdaq Stock Market (so that securities listed or authorized for listing on any of the Nasdaq tiers will be "covered securities" without need for SEC rulemaking under Sec...

Vermont Proposes Long-Awaited 506

Posted on September 22, 2008
Vermont Proposes Long-Awaited 506 Offering RuleThe Vermont Department of Banking, Insurance, Securities and Healthcare proposed a long awaited Rule for 506 offerings. Following the 2006 adoption of Vermont's version of the 2002 Model Uniform Securities Act, a notice filing and fee to make a Rule 506 offering could not be required until a Vermont rule mandating the notice filing was adopted...

Dodd Bill Gives SEC Oversight Role

Posted on September 22, 2008
Dodd Bill Gives SEC Oversight Role in Federal Purchases of Mortgage-Backed Securities; Addresses Executive CompensationGoing beyond the Treasury bill authorizing the federal purchase of up to $700 billion in distressed mortgage-backed securities, Senate Banking Chair Christopher Dodd has proposed legislation that would also set up an oversight board, require more transparency, and establish executive compensation standards for financial institutions selling asset-backed securities to the Treasury...

Bill Would Give Treasury Unparalled

Posted on September 20, 2008
Bill Would Give Treasury Unparalled Authority to Purchase up to $700 Billion in Mortgage-Backed Securities A bill being readied by the Bush Administration would give the Treasury Secretary extraordinary and unreviewable discretion to purchase up to $700 billion of mortgage-backed securities and other mortgage-related assets from any US financial institution...

SEC Issues Emergency Order to Halt

Posted on September 19, 2008
SEC Issues Emergency Order to Halt Short Selling in Stocks of Financial Institutions and Require Hedge Fund Managers to Report Short PositionsOn top of its actions earlier this week to curb abusive naked short selling, the SEC has temporarily prohibited short selling in financial companies to protect the integrity and quality of the securities market and strengthen investor confidence...

Six-Month Period Period Begins

Posted on September 19, 2008
Six-Month Period Period Begins for Electronic Filing of Form DBeginning September 15, 2008 through March 16, 2009, you can opt to file Temporary Form D in paper format or electronically through EDGAR. This is the old Form D revised slightly and now called ?Temporary Form D...

SEC Chair Cox Rejects Senator McCain's

Posted on September 18, 2008
SEC Chair Cox Rejects Senator McCain's Call to ResignIn response to a call from the Republican presidential candidate for his resignation, SEC Chair Christopher Cox defended the Commission?s actions in the ongoing financial crisis. While expressing great respect for Senator McCain, Mr...

Short Selling Is One Aspect of

Posted on September 17, 2008
Short Selling Is One Aspect of Market CrisisWith the SEC?s adoption of regulations to curb abusive naked short selling, the practice of short selling has come front and center into the regulatory consciousness.A short sale is the sale of a stock that the seller does not own or that the seller will borrow for delivery...

Center for Audit Quality Pushes

Posted on September 16, 2008
Center for Audit Quality Pushes Treasury's Levitt Committee on Audit Profession to Limit Auditor LiabilityIn a comment letter to the Levitt Committee on the Auditing Profession, the Center for Audit Quality said that the committee?s second draft report still did not address the catastrophic litigation threat that, in CAQ?s view, is the single greatest threat to the auditing profession?s sustainability...

FASB and IASB Update Agreement

Posted on September 14, 2008
FASB and IASB Update Agreement to Converge Accounting StandardsAs the world moves inexorably to IFRS as the global accounting standard, the FASB and IASB have updated their 2006 agreement to converge US GAAP and IFRS. The Norwalk Agreement committed the Boards to develop high quality compatible accounting standards for use in both domestic and cross border financial statements...

Colorado Proposes to Adopt Electronic

Posted on September 12, 2008
Colorado Proposes to Adopt Electronic Form DColorado Proposes to amend its Securities Act of 1933 Rule at Section 11-51-3.7 to add the SEC requirement to file Form D electronically. Additionally, Rule 51-3-5 coordinating with the Colorado statutory investment company exemption at 11-51-307(1)(k) would be amended to change the filing requirements...

Eighth Circuit Affirms Dismissal

Posted on September 12, 2008
Eighth Circuit Affirms Dismissal After Tellabs ReviewA fraud complaint did not meet the Tellabs standard for pleading scienter, concluded an 8th Circuit panel. In affirming a district court's pre-Tellabs dismissal of claims based on several accounting errors and resulting restatements by Ceridian Corp...

House Passes Securities Act of

Posted on September 11, 2008
House Passes Securities Act of 2008 Enhancing SEC Enforcement PowersA bipartisan bill increasing the SEC?s enforcement powers and requiring increased attention to accounting and auditing matters has passed the House under a suspension of the rules. The Securities Act of 2008 (HR 6513) authorizes the SEC to impose monetary penalties in cease and desist proceedings...

Senate Report Finds Financial Institutions

Posted on September 11, 2008
Senate Report Finds Financial Institutions Used Swap Transactions to Help Offshore Hedge Funds Avoid Taxation of Stock DividendsA Senate report has detailed how some financial institutions designed and implemented swap transactions and stock loans to enable offshore hedge funds to dodge millions of dollars of taxes on U...

Key Senators Dismayed by DOL's

Posted on September 10, 2008
Key Senators Dismayed by DOL's Narrow Application of Sarbanes-Oxley Corporate Whistleblower ProvisionThe Senate authors of the corporate whistleblower protection provision in the Sarbanes-Oxley Act have sent a letter to Secretary of Labor Elaine Chao expressing concern regarding what they described as DOL?s overly restrictive interpretation of the provision that has resulted in the exclusion of the employees of corporate subsidiaries from the whistleblower protections...

9th Circuit Discusses Tellabs StandardA

Posted on September 10, 2008
9th Circuit Discusses Tellabs StandardA district court will re-examine scienter allegations against Washington Mutual and its senior officers in light of the Supreme Court's Tellabs opinion following a 9th Circuit panel decision. As alleged, the officers made materially false or misleading statements concerning the company?s ability to manage mortgage-related risks, because the bank was unprepared for interest rate volatility because it failed to integrate its information systems to permit it to keep a close watch on its hedging activities...

3rd Circuit Panel Reinstitutes

Posted on September 10, 2008
3rd Circuit Panel Reinstitutes Vioxx Action Against MerckThe 3rd Circuit Court of Appeals resurrected a securities fraud action brought against Merck & Co. related to Vioxx, an arthritis medication. The U.S. District Court for the District of New Jersey had previously dismissed the action on limitations grounds, concluding that there were ample "storm warnings" concerning the safety of Vioxx from press reports and FDA statements...

NASAA Sets Agenda for 91st Annual

Posted on September 09, 2008
NASAA Sets Agenda for 91st Annual Conference in Las VegasThe North American Securities Administrators Association, Inc. (NASAA) has released the preliminary agenda for its 91st Annual Conference, to be held from September 15 through 17, 2008 at Caesars Palace in Las Vegas, Nevada...

Grundfest and Beller Propose On-Line

Posted on September 08, 2008
Grundfest and Beller Propose On-Line Questionnaire Driven Disclosure Regime as Part of SEC's 21st Century Disclosure InitiativeFormer SEC Commissioner Joseph Grundfest and former Corporation Finance Director Alan Beller have proposed reform of the SEC?s disclosure process that would replace the great majority of forms with an on-line questionnaire driven disclosure regime subject to mandatory updating according to a schedule defined by the Commission...

Revenue Ruling 2008-45 Says Company

Posted on September 07, 2008
Revenue Ruling 2008-45 Says Company Cannot Transfer Frozen Defined Benefit Pension Plan to Independent Investment FirmTreasury and the Internal Revenue Service have issued Revenue Ruling 2008-45 stating that a transfer of sponsorship of a company?s frozen tax-qualified pension plan to an unrelated taxpayer, such as an investment firm, violates the exclusive benefit rule of Internal Revenue Code Section 401(a) when the transfer is not connected with a transfer of significant business assets...

Strong Opposition Voiced on SEC

Posted on September 07, 2008
Strong Opposition Voiced on SEC Proposal to Drop Ratings Requirement from Rule 2a-7 on Money Market FundsThe mutual fund industry strongly opposes the SEC?s proposal to remove references to credit ratings from the rule governing money market funds and what securities they can invest in...

Kansas City Fed President Urges

Posted on September 04, 2008
Kansas City Fed President Urges Caution in Federal Reserve Board Being Financial Stability Regulator of Investment BanksAs the debate intensifies over the Federal Reserve Board?s role as financial stability regulator with enhanced power over investment banks, Kansas City Fed President Thomas Hoenig raised some caution flags to the Fed assuming such a role...

IMF Readies Code of Best Practices

Posted on September 03, 2008
IMF Readies Code of Best Practices for Sovereign Wealth Funds; SEC Support LikelyA working group vetted by the IMF has agreed to a voluntary set of principles for sovereign wealth funds that embody sound governance, transparency, and risk management. The principles, called globally accepted principles and practices (GAPP) for sovereign wealth funds will be formally unveiled in October...

DOJ Issues New Guidelines Protecting

Posted on September 02, 2008
DOJ Issues New Guidelines Protecting Attorney-Client and Work Product Privileges; Filip Replacing McNulty MemoIn an effort to counter impending legislation, the Department of Justice has revised the McNulty Memorandum to enhance protection of the attorney client and work product privileges in federal prosecutions for securities and other white collar crimes...

Revenue Ruling 2008-32 Says Director

Posted on September 01, 2008
Revenue Ruling 2008-32 Says Director Who Served as Interim CEO Was Company Officer within Meaning of 162(m)IRS Revenue Ruling 2008-32 has declared that a company director who had served the company as interim chief executive officer was not an outside director for purposes of a Section 162(m) compensation committee because the director had been an officer of the company within the meaning of tax regulations defining an outside director...

SEC and Federal Reserve Board Issue

Posted on August 31, 2008
SEC and Federal Reserve Board Issue Regulation R Guidance for Small EntitiesGuidance prepared by the staffs of the SEC and Federal Reserve Board has been issued for small entities. The guidance was prepared as a ?small entity compliance guide? under Section 212 of the Small Business Regulatory Enforcement Fairness Act of 1996...

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