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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

House-Senate Conference Must Reconcile Differing Versions of Hedge Fund and Private Fund Adviser Regulation

Posted on June 09, 2010
As House-Senate conferees begin meeting this week to reconcile two different versions of financial reform legislation, there are a number of important differences in the regulation and registration of hedge fund and private equity fund advisers to reconcile...

House-Senate Conference Must Decide on New Approach to Rating Agency Regulation and Carve Out from Risk Retention

Posted on June 08, 2010
As House-Senate conferees begin meeting this week to reconcile two different versions of financial reform legislation, they must decide how revolutionary they want to be with regard to the regulation of credit rating agencies. Another decision facing the conferees is whether to include a carve out of qualified residential mortgages (currently only in the Senate bill) from the risk retention (skin in the game) requirement as part of securitization reform...

Congress Heeds G-20 Call for Int'l Consensus in Derivatives Regulation

Posted on June 03, 2010
The G-20, including the United States, has endorsed efforts to coordinate international financial policy and regulations as nations reform their financial regulatory systems. A focus on reaching international consensus is important as legislation moves forward...

Senate Bill Contains Key Corporate Governance Provision on Director Majority Voting

Posted on June 02, 2010
As the House and Senate financial reform bills head to conference, there are some strong corporate governance provisions found only in the Senate bill that could find their way into the conference bill and the signed legislation. One key provision is on majority voting...

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SRO Envisioned by Senate Bill's Franken Amendment Could Revolutionize Assignment of Credit Ratings

Posted on June 01, 2010
The financial reform legislation passed by the Senate conducts a frontal attack on the conflict of interest problem by creating a board overseen by the SEC that will assign credit rating agencies to provide initial ratings for asset-backed securities and structured financial products on a rotating basis...

Senator Feingold Explains Genesis

Posted on May 29, 2010
Senator Feingold Explains Genesis of Congolese Conflict Minerals Disclosure Requirement in Senate Reform BillA provision in the Senate financial reform legislation requirng public companies to disclose in SEC filings their use of Congolese conflict minerals was authored by Senator Sam Brownback...

Supreme Court Cert. Denial in Textron

Posted on May 28, 2010
Supreme Court Cert. Denial in Textron Leaves Intact IRS Discovery of Tax Accrual Work PapersThe US Supreme Court declined to review the First Circuit?s en banc opinion in the Textron case, thereby leaving intact a ruling that the attorney work product doctrine does not shield from an IRS summons tax accrual work papers prepared by a company?s lawyers to support the calculation of tax reserves for audited financial statements filed with the SEC...

In Colloquy with Alaska's Senators

Posted on May 27, 2010
In Colloquy with Alaska's Senators on Sec. 412, Chairman Dodd Agrees SEC Should Include State and Local Governments in Definition of Accredited InvestorSection 412 of the legislation requires the SRC conduct a rulemaking to implement changes to the definition of accredited investor in Regulation D...

Senator Akaka Envisions SEC Investor

Posted on May 27, 2010
Senator Akaka Envisions SEC Investor Advocate Office as Ombudsman for Retail InvestorsAuthored by Senator Daniel Akaka, Section 914 of the Senate-passed financial reform legislation enhances the ability of the SEC to better represent the interests of retail investors by creating an Investor Advocate within the SEC...

Wisconsin Announces Annual Rules

Posted on May 27, 2010
Wisconsin Announces Annual Rules RevisionWisconsin's 2010 annual rules revision primarily addresses investment adviser solicitation activities using language developed by the NASAA Investment Adviser Regulatory Policy and Review Project Group. The proposed rules are contained in two lengthy provisions...

Briefing Paper Examines Senate

Posted on May 24, 2010
Briefing Paper Examines Senate LegislationThe CCH Editorial Staff of banking and securities law analysts has authored a detailed overview titled, "Senate Passes Sweeping Financial Reform Bill" available here and excerpted below.On May 20, 2010, the U...

Senate Passes Historic and Sweeping

Posted on May 21, 2010
Senate Passes Historic and Sweeping Overhaul of US Financial RegulationThe Senate has passed the Restoring American Financial Stability Act (S3217) providing for a sweeping overhaul of the regulation of US financial services and markets. The overhaul of the US financial regulatory system is based on the themes of regulating systemic risk, enhancing transparency and disclosure, delinking executive compensation from excessive risk, expanding consumer and investor protection, and preventing regulatory arbitrage...

Grassley-McCaskill Amendment Enhances

Posted on May 20, 2010
Grassley-McCaskill Amendment Enhances SEC, CFTC Inspector Generals, Sets Up Council of Inspector GeneralsThe Senate approved an amendment to the financial reform legislation creating a council of federal financial agency inspector generals, including the IGs at the SEC, CFTC, FDIC and the Fed...

Bond Amendment Adjusts Accredited

Posted on May 19, 2010
Bond Amendment Adjusts Accredited Investor and Reg. D Provisions in Senate Reform BillThe Senate approved a bi-partisan amendment, SA 4056, that would raise the accredited investor amounts in the federal securities laws and eliminate the language in the underlying bill that required a 120 day SEC review period for private placements...

SEC, CFTC Have Few Answers in Preliminary

Posted on May 19, 2010
SEC, CFTC Have Few Answers in Preliminary Report on Market UpheavalThe SEC and CFTC staffs may have concluded what did NOT cause the dramatic market turmoil on May 6, but their preliminary report offers few answers as to what did cause the upheaval. According to the report, the staff review is in its preliminary stages and is ongoing...

Key Committee of European Parliament

Posted on May 18, 2010
Key Committee of European Parliament Approves Hedge Fund LegislationA key committee of the European Parliament has approved draft legislation regulating hedge funds and private equity funds. The Economic and Monetary Affairs Committee approved the Alternative Investment Fund Managers Directive with improvements in transparency and risk reduction...

Landrieu-Isakson Amendment Carves

Posted on May 17, 2010
Landrieu-Isakson Amendment Carves Out Exemption from 5 Percent ``Skin in the Game'' RequirementAn amendment carving out qualified residential mortgages from the requirement in the Senate financial reform bill that originators retain a 5 percent interest in mortgages underlying mortgage-backed securities has been approved...

Geithner and Barnier Affirm Goal

Posted on May 15, 2010
Geithner and Barnier Affirm Goal of Non-Protectionist Hedge Fund LegislationWith a vote on proposed hedge fund legislation looming in a committee of the European Parliament, and the US Congress soon expected to legislate the regulation of hedge funds, Treasury Secretary Tim Geithner and European Commissioner for the Internal Market Michel Barnier affirmed their strong determination to avoid regulatory arbitrage in strengthening the global financial system and in putting in place the G-20 financial reform agenda...

LeMieux-Cantwell Amendment Ends

Posted on May 15, 2010
LeMieux-Cantwell Amendment Ends Federal Endorsement of Credit Ratings, Orders SEC StudyThe approved LeMieux-Cantwell Amendment (SA 3774) to the Senate financial reform bill eliminates statutory protections and references to national credit ratings agencies in a number of federal acts, including the Exchange Act and Investment Company Act, thereby essentially removing the federal government's seal of approval from investment rating agencies...

NASAA Joins State Banking and Insurance

Posted on May 14, 2010
NASAA Joins State Banking and Insurance Regulators in Calling for Non-Voting FSOC MembershipThe North American Securities Administrators Association (NASAA) has joined the National Association of Insurance Commissioners and the Conference of State Bank Supervisors in calling for non-voting membership for state banking, insurance, and securities regulators on the proposed Financial Stability Oversight Council (FSOC)...

Franken Amendment Approved Directing

Posted on May 13, 2010
Franken Amendment Approved Directing SEC to Set Up SRO to Assign Credit Ratings on Rotating BasisThe Senate approved an amendment to the financial reform bill that seeks to end the conflicts of interest in the prevalent issuer pays model of credit rating agencies...

Oregon Proposes Fee Increases for

Posted on May 12, 2010
Oregon Proposes Fee Increases for UITs, BDs and SalespersonsThe following fee increases were proposed by the Oregon Division of Finance and Corporate Securities:* Unit Investment Trusts: Initial and Renewal Notice Filing Fee Per Portfolio, $500 (from $350)* Broker-Dealers: Renewal License Fee, $250 (from $200)* Broker-Dealer Salespersons: Initial License Fee, $55 (from $50)In addition, state investment advisers would apply for licensing through the Investment Adviser Registration Depository (IARD)...

President Urges No Carve Out for

Posted on May 12, 2010
President Urges No Carve Out for Auto Dealer Lenders as Senate Approves Snowe-Landrieu AmendmentPresident Obama said that there should be no carve out for auto dealers-lenders from the consumer financial protection provisions of the Senate reform bill...

Senate Approves Amendment to Financial

Posted on May 11, 2010
Senate Approves Amendment to Financial Reform Bill to Combat Manipulation in Derivatives MarketsOn May 6, 2010, the Senate approved an amendment to the financial reform bill, S3217, authored by Senator Maria Cantwell (D-WA) designed to strengthen enforcement powers over commodity and derivatives trading...

New Mexico Proposes Late Fees for

Posted on May 11, 2010
New Mexico Proposes Late Fees for Rule 506 IssuersIssuers intending to offer and sell securities under Rule 506 of federal Regulation D that file their notice on Form D within 10 days after the due date must pay a late fee of $700. Issuers filing their notice more than 10 days after the due date must pay a late fee of $1,050...

Cardin-Grassley Amendment Extends

Posted on May 11, 2010
Cardin-Grassley Amendment Extends Whistleblower Protections to NRSRO EmployeesThe Senate has approved an amendment to the financial reform package extending whistleblower protection to employees of credit rating agencies. The Cardin-Grassley Amendment adds whistleblower protections to employees of nationally recognized statistical rating organizations, NRSROs, which issue credit ratings that the SEC permits other financial firms to use for certain regulatory purposes...

Reed Amendment Would Impose SEC

Posted on May 11, 2010
Reed Amendment Would Impose SEC Registration on Advisers to Private Equity and Venture Capital Funds, In Addition to Hedge Fund AdvisersAn amendment to the Senate financial reform legislation would extend mandatory SEC registration to advisers to private equity funds and venture capital funds...

Investor Groups Oppose Legislative

Posted on May 10, 2010
Investor Groups Oppose Legislative Accounting Standards in Senate Reform BillIn a letter to Senate leadership, investors groups opposed any effort to legislate accounting standards in the financial reform bill, S 3217, that is moving through the Senate...

Senator Akaka Includes Financial

Posted on May 10, 2010
Senator Akaka Includes Financial Literacy in All Its Elements in Senate Reform LegislationThe three vital components of financial literacy are education, consumer protection, and economic empowerment, and the legislation includes essential provisions in all three of these areas for consumers and investors...

Dodd-Shelby Amendment, in conjuntion

Posted on May 10, 2010
Dodd-Shelby Amendment, in conjuntion with Boxer Amendment, Ends Too Big To FailThe Senate legislation establishes a resolution regime to unwind and liquidate failed financial firms. The Dodd-Shelby Amendment, in conjunction with the Boxer Amendment, end the ideas that any firm can be too big to fail...

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