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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

SEC Approves Nasdaq Request to

Posted on August 04, 2008
SEC Approves Nasdaq Request to List SPAC SecuritiesThe SEC has approved new interpretative material to Nasdaq Rule 4300 allowing the initial listing of securities of special purpose acquisition companies (SPACs). Release No. 34-58228. Due to their unique structure, SPACs do not have any prior financial history like operating companies...

Tax Bills Opposed by Hedge Fund

Posted on August 03, 2008
Tax Bills Opposed by Hedge Fund Industry Do Not Advance as Congress RecessesCongress has recessed for August without taking up a bill that would temporarily extend many expiring tax provisions of the Internal Revenue Code. The bill is opposed by the hedge fund industry because it would wrongly pay for those extenders by increasing the tax obligations of the hedge fund industry, in the view of the Managed Funds Association...

Big Four Voice Strong Support for

Posted on August 02, 2008
Big Four Voice Strong Support for Mandatory IFRS as SEC Roundtabe LoomsAs the SEC holds a roundtable on how IFRS performed during the recent market turmoil, there is a growing consensus that the Commission should allow US issuers to use IFRS in preparing their financial statements...

Global Financial Firms Propose

Posted on July 31, 2008
Global Financial Firms Propose Recommendations in Light of Securitization CrisisA consortium of global financial institutions have proposed a code of conduct and best practices as part of reforming the securitization process in the wake of the subprime crisis...

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Hedge Fund Groups File Amicus Briefs

Posted on July 30, 2008
Hedge Fund Groups File Amicus Briefs in Federal Court Appeal of 13(d) CaseVarious hedge fund trade groups have filed amicus briefs in the appeal of a federal court ruling that activist hedge funds violated the Exchange Act in using equity swaps to amass a position in a target company...

US Treasury Will Move on Blueprint

Posted on July 30, 2008
US Treasury Will Move on Blueprint Affecting Hedge FundsAgainst the backdrop of the President Working Group on Financial Markets best practices for hedge fund managers, a senior Treasury official said there is also a need to move on a longer-term, strategic basis based on the Blueprint for Financial Regulatory Reform...

UK Will Reform Taxation of Asset

Posted on July 30, 2008
UK Will Reform Taxation of Asset ManagersThe UK Treasury has proposed a sweeping reform of the taxation of asset managers in an effort to enhance competitiveness. The proposals would introduce a direct tax exemption regime for UK authorized investment funds, remove tax as a barrier to qualified investor schemes by replacing the substantial holding rule; and adapt the tax rules for investment trust companies to deliver tax efficient investment into interest bearing assets...

UK Rejects Fannie Mae-Freddie Mac

Posted on July 29, 2008
UK Rejects Fannie Mae-Freddie Mac Model for Mortgage-Backed Securities MarketA UK Treasury report rejects the Fannie Mae-Freddie Mac model for secondary markets in mortgage-backed securities. The Crosby Report also said that, because of a number of factors, the volume of mortgage-backed securities is not likely to return to the levels that existed before the crisis erupted...

White Paper on Act Reforming Regulation

Posted on July 29, 2008
White Paper on Act Reforming Regulation of Fannie Mae and Freddie Mac Is AvailableActing on a broad consensus that government sponsored enterprises need a strong well-funded and independent federal regulator, Congress has overhauled the regulatory oversight of Fannie Mae, Freddie Mac, and the Federal Home Loan Banks...

Housing Bill Gives SEC Role in

Posted on July 27, 2008
Housing Bill Gives SEC Role in Oversight of Fannie Mae and Freddie MacFannie Mae and Freddie Mac are now SEC reporting companies and also subject to Exchange Act proxy and insider reporting rules as part of the overhauled of Fannie Mae, Freddie Mac, and the Federal Home Loan Banks...

Congress Overhauls Regulatory Regime

Posted on July 26, 2008
Congress Overhauls Regulatory Regime for Fannie Mae and Freddie Mac; SEC Has RoleActing on a broad consensus that government sponsored enterprises need a strong well-funded and independent federal regulator, Congress has overhauled the regulatory oversight of Fannie Mae, Freddie Mac, and the Federal Home Loan Banks...

House Passes Broad Overhaul of

Posted on July 25, 2008
House Passes Broad Overhaul of Regulation of Fannie Mae and Freddie Mac; SEC Has RoleActing on a broad consensus that government sponsored enterprises need a strong well-funded and independent federal regulator, the massive housing bill (HR 3221) overhauls the regulatory oversight of Fannie Mae, Freddie Mac, and the Federal Home Loan Banks...

IRS Revenue Ruling 2008-31 Says

Posted on July 24, 2008
IRS Revenue Ruling 2008-31 Says Property Derivatives Contract on US Real Property Index Not Interest in Real Property Under Tax CodeAccording to the IRS, a property derivatives contract is not considered real property for purposes of the federal tax code...

European Commission Will Propose

Posted on July 23, 2008
European Commission Will Propose Regulation of Credit Rating Agencies in OctoberIn October, the European Commission will propose a registration and external oversight regime for credit rating agencies under which regulators will supervise the policies and procedures followed by the rating agencies...

SEC-CFTC Task Force Finds Speculation

Posted on July 22, 2008
SEC-CFTC Task Force Finds Speculation Did Not Contribute to Higher Energy PricesAgainst the backdrop of bills moving through Congress to curb speculation on energy derivatives, a task force of federal financial regulators, including the SEC, the Fed and the CFTC, has reported that preliminary analysis does not support the proposition that speculative activity has systematically driven changes in oil prices...

Hong Kong Markets Largely Unaffected

Posted on July 22, 2008
Hong Kong Markets Largely Unaffected by Securitization TurmoilThe Hong Kong securities markets have been relatively unaffected by the market turmoil in asset-backed securities, said Securities and Futures Commission Executive Director Keith Lui, since the markets have less exposure to sub-prime credit and structured credit products than the US markets...

FASB Urged to Go Slow on Revising

Posted on July 21, 2008
FASB Urged to Go Slow on Revising Standards for Off Balance Sheet VehiclesSecurities industry groups have asked FASB to be less hasty in its revisions to accounting standards for off balance sheet vehicles lest the Board?s actions have unintended deleterious consequences for financial institutions...

NASAA Requests Comments on IA Model Rules

Posted on July 21, 2008
The Investment Adviser Regulatory Policy and Review Project Group of the North American Securities Administrators Association (NASAA) is soliciting public comments on two sets of model rules it created for investment advisers and investment adviser representatives...

As IFRS Goes Global, IASB Members

Posted on July 20, 2008
As IFRS Goes Global, IASB Members Must Be More Globally Diverse and Funding Must Be Broad-BasedAs international financial reporting standards continue to gain ground as global accounting standards, the oversight committee of the IASB continues to reform its due process and funding mechanisms and drives to become more geographically diverse...

Target Company Passes Revlon Test

Posted on July 20, 2008
Target Company Passes Revlon Test But Fails to Dislcose Interests of Financial AdviserA target company fulfilled its Revlon duties to its shareholders, ruled the Delaware Chancery Court, but stumbled on its disclosure duties by failing to inform stockholders about a company financial adviser?s separate incentives to support the merger...

Hong Kong Records First Conviction

Posted on July 19, 2008
Hong Kong Records First Conviction for Insider TradingA finance manager of a listed company became the first person convicted of insider trading under the Hong Kong 2003 Securities and Futures Ordinance. The finance manager engaged in insider trading in a company?s stock while employed with a wholly-owned subsidiary of the company...

Senate Version of Bill Reforming

Posted on July 19, 2008
Senate Version of Bill Reforming Fannie Mae and Freddie Mac Drops Sarbanes-Oxley Corporate Governance Provisions; Adds SEC Chair to Oversight BoardActing on a broad consensus that government sponsored enterprises need a strong well-funded federal regulator, the massive housing bill (HR 3221) would overhaul the regulatory oversight of Fannie Mae, Freddie Mac, and the Federal Home Loan Banks...

Justice Douglas Presages Enron

Posted on July 18, 2008
Justice Douglas Presages Enron and Doing the MinimumIf we look back, sometimes we can see that there is nothing really new under the securities regulation sun. In 1936, Commissioner William O. Douglas, later US Supreme Court Justice, said, in a speech at the Yale Club, that when disclosure of truth becomes an art and when avoidance of disclosure becomes a game, the essence and spirit of the new legislation will have become subverted although the formalities may have been fully satisfied...

Delaware Supreme Court Answers

Posted on July 18, 2008
Delaware Supreme Court Answers Certified SEC Shareholder Proposal QuestionsIn the first test of a new process allowing the SEC to certify questions to the Delaware Supreme Court, the Court said that, while a shareholder proxy proposal requiring the company to reimburse the reasonable expenses incurred by stockholders running a slate of director nominees is a proper subject for action by shareholders under Delaware law, the proposal?s adoption would cause the company to violate Delaware law...

Senate Report Finds Banks Used

Posted on July 17, 2008
Senate Report Finds Banks Used Offshore Securities Accounts as Tax Havens to Evade US Tax LawA bipartisan Senate investigation has revealed that tax haven banks are assisting U.S. taxpayers in evading federal taxes by urging U.S. clients to open securities accounts in their offshore jurisdictions, assisting them in structuring those accounts to avoid disclosure to U...

SEC Issues Emergency Order to Stop

Posted on July 16, 2008
SEC Issues Emergency Order to Stop Naked Short SellingIn an effort to end naked short selling contributing to the disruption in the securities markets, the SEC issued an emergency order requiring all persons to borrow or arrange to borrow the securities identified in certain issuers prior to effecting an order for a short sale of those securities...

SEC Advisory Committee on Improvements

Posted on July 15, 2008
SEC Advisory Committee on Improvements to Financial Reporting (Pozen Committee) Issues Final ReportThe SEC Advisory Committee on Improvements to Financial Reporting (Pozen Committee) has issued its draft final report recommending major changes to regulation and standard-setting involving financial statements and the independent audit of them...

DOJ Will Revise McNulty Memo as

Posted on July 14, 2008
DOJ Will Revise McNulty Memo as Specter Readies Legislation on Attorney-Client PrivilegeIn an effort to counter impending legislation, the Department of Justice announced that it would revise the McNulty Memorandum to enhance protection of the attorney client protections in federal prosecutions for securities and other white collar crimes...

IRS Revenue Ruling Says Fund of

Posted on July 13, 2008
IRS Revenue Ruling Says Fund of Funds Management Fees Are Not Deductible as Business ExpensesIn a revenue ruling of import to hedge funds, the IRS said that the management fee of a fund of funds is not an ordinary and necessary expense and cannot be treated as a business expense and deducted under IRC Section 162...

Bernanke Asks Congress to Reform

Posted on July 12, 2008
Bernanke Asks Congress to Reform SEC's Consolidated Supervised Entity Regime for Investment BanksLegislation is needed to authorize strong holding company oversight of large investment banks currently regulated under the SEC?s consolidated supervised entity regime, said Federal Reserve Board Chair Ben Bernanke in testimony before the House Financial Services Committee...

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