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

Frank-Peterson Colloquy Clarifies

Posted on December 10, 2009
Frank-Peterson Colloquy Clarifies Systemic Risk Status of ExchangesDuring the House floor debate on HR 4173, a colloquy between Agriculture Commitee Chair Peterson and Financial Services Commitee Chair Frank clarified that the legislation does not subect derivatives exchanges and securities exchanges to systemic risk regulation...

House Tax Extenders Legislation

Posted on December 09, 2009
House Tax Extenders Legislation Would End Capital Gains Treatment of Carried InterestLegislation slated for House passage would mandate the end of capital gains treatment of carried interest earned by hedge funds and other asset managers as a way of paying for the extenders in the Tax Extenders Act of 2009, HR 4213...

2nd Circuit Upholds Short Sale

Posted on December 07, 2009
2nd Circuit Upholds Short Sale Antitrust PreemptionA 2nd Circuit panel affirmed (In re Short Sale Antitrust Litigation) a decision by the U.S. District Court for the Southern District of New York that an antitrust claim against several brokerage firms involved in short selling was preempted by the securities laws...

House Legislation Works Important

Posted on December 06, 2009
House Legislation Works Important Sarbanes-Oxley ReformsThe House Wall Street Reform and Consumer Protection Act, HR 4173, would amend two important sections of the Sarbanes-Oxley Act dealing with funds for defrauded investors and whistleblower protections...

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At Your (Honest) Service?The U.S.

Posted on December 04, 2009
At Your (Honest) Service?The U.S. Supreme Court will hear oral arguments in two "honest services" fraud cases next week. The court has also agreed to review the case of convicted Enron executive Jeffrey Skilling involving similar issues. Skilling's case will be argued early next year...

House Committee Passes Legislation

Posted on December 02, 2009
House Committee Passes Legislation Regulating Systemic Risk, Reforming Securitization, and Creating a Resolution Process for Failed Financial FirmsThe House Financial Services Committee has passed legislation creating a systemic risk regulator, providing for a resolution authority to wind down large interconnected failed financial companies in an orderly manner, and reforming asset-backed securitization...

Corporate Secretaries Society Comments

Posted on December 02, 2009
Corporate Secretaries Society Comments on SEC Proposals to Improve Proxy Notice and AccessThe Society of Corporate Secretaries and Governance Professionals strongly supports the SEC?s proxy notice and access model and the Commission?s proposals to enhance the model so more investors will use it...

Supreme Court to Decide International

Posted on December 01, 2009
Supreme Court to Decide International Reach of US Federal Securities LawsThe Supreme Court will decide the extraterritorial reach of the US federal securities laws in what appears to be the first foreign cubed case to ever reach the Court. The Court agreed to review a Second Circuit panel ruing that the US federal securities laws did not apply to foreign investors alleging fraudulent statements by a foreign issuer when the conduct in the US was merely preparatory to the fraud and the acts directly causing loss to investors occurred outside the US...

Federal Judge Implements SEC's

Posted on November 30, 2009
Federal Judge Implements SEC's Pro Rata Distribution Plan in Connection with Money Market Fund That Collapsed in Lehman ChaosA federal judge has approved the SEC?s pro-rata distribution plan providing an equal payout to all shareholders of a liquidating money market fund who have not had their redemption requests fulfilled, regardless of when they submitted those redemption requests...

Global Audit Firms Still Have Problem

Posted on November 30, 2009
Global Audit Firms Still Have Problem with PCAOB Proposed Engagement Quality Review StandardDespite a change in the PCAOB?s proposed engagement quality review standard from know or should have known to due professional care, global audit firms still have concerns with the PCAOB?s AS 7 as it comes up for SEC approval...

2nd Circuit Upholds Sanctions Against

Posted on November 30, 2009
2nd Circuit Upholds Sanctions Against Connecticut Official for Fraudulent "Finder's Fees"A 2nd Circuit panel upheld an order by Judge Ellen Bree Burns of the District of Connecticut imposing sanctions against William A. DiBella, the former majority leader of the Connecticut State Senate, and his consulting firm, North Cove Ventures, L...

Commissioner Gunter Verheugen Reaffirms

Posted on November 29, 2009
Commissioner Gunter Verheugen Reaffirms Corporate Social Responsibility Amidst Financial CrisisAs he nears the end of his second and presumably last term on the European Commission, Commissioner Gunter Verheugen emphasized that corporate social responsibility remains even more relevant in the financial crisis...

Acting on Obama Proposal, House

Posted on November 29, 2009
Acting on Obama Proposal, House Legislation Would Regulate Hedge Funds and Private Equity FundsThe Obama Administration asked Congress to pass legislation requiring SEC registration of advisers to hedge funds and other private pools of capital, including private equity funds and venture capital funds, with assets under management over a certain threshold...

House Legislation Would Significantly

Posted on November 27, 2009
House Legislation Would Significantly Amend Securities Investor Protection RegimeThe $65 billion Madoff fraud exposed faults in the Securities Investor Protection Act (SIPA), the law that returns money to the customers of insolvent fraudulent broker-dealers...

Barnier Named New EU Commissioner

Posted on November 27, 2009
Barnier Named New EU Commissioner for Internal Market and ServicesAt a time when European financial regulation is at the threshold of significant legislative overhaul, the new Commissioner for the Internal Market and Services will be Michel Barnier of France...

Walker Report Recommends Creation

Posted on November 26, 2009
Walker Report Recommends Creation of Board Risk Committee and Links Risk to CompensationThe Walker report on corporate governance and executive compensation contains far reaching and groundbreaking recommendations that very likely will be incorporated into UK legislation...

UK Minister Calls for Association

Posted on November 25, 2009
UK Minister Calls for Association of Investors to Promote Sound Corporate GovernanceNoting that governance is not just a corporate afterthought, but rather the means by which stable revenues and value creation are built, the UK Minister for Financial Services has called for an association of investors similar to industry trade associations to promote and lobby for sound corporate governance...

Singapore Stesses Risk Management

Posted on November 25, 2009
Singapore Stesses Risk Management and Transparency in Hedge Fund RegulationWhile pending legislation in the US would require hedge fund advisers to register with the SEC, and IOSCO has called for the mandatory registration of hedge funds, the Monetary Authority of Singapore is monitoring market developments and global initiatives and will fine-tune its regulatory approach as appropriate...

NASDAQ Advisory Group Proposes

Posted on November 24, 2009
NASDAQ Advisory Group Proposes Corporate Governance Best PracticesThe NASDAQ Listing Council has proposed corporate governance best practices on a comply or explain basis. The best practices are on issues of director independence, the director election process, and shareholder interaction with directors...

Audit Committees Receive Guidance

Posted on November 24, 2009
Audit Committees Receive Guidance on Issues Arising from Financial CrisisAs the financial crisis continues, audit committee are facing more and more challenges involving risk and uncertainties and valuing financial instruments The UK Financial Reporting Council has issued guidelines to help audit committees navigate the issues...

House Legislation Would Require

Posted on November 23, 2009
House Legislation Would Require FASB to Study Securitization Standards and Orders New Regulator to Be Involved When Standards Affect Systemic RiskTwo amendments added during mark-up to the Financial Stability Improvement Act (HR 3996) could impact FASB standard-setting...

UK Court Finds Shareholder Was

Posted on November 23, 2009
UK Court Finds Shareholder Was Prejudiced by Inadequate Accounting for Executive CompensationA shareholder was unfairly prejudiced within the meaning of the UK Companies Act by the failure of a company?s financial statement to adequately disclose executive compensation...

Institutional Investors Defend

Posted on November 22, 2009
Institutional Investors Defend an Independent PCAOB as Integral to Reform of Securities MarketsIn a Supreme Court brief, a consortium of major institutional investors view the PCAOB?s authority to establish auditing, attestation, quality control, and independence standards, subject to SEC approval, as central to the oversight structure around which a reformed investment market is being built...

Center for Audit Quality Defends

Posted on November 22, 2009
Center for Audit Quality Defends PCAOB's Record in Urging Supreme Court to Leave Board IntactWith oral argument looming in a case challenging the constitutionality of the PCAOB, the Center for Audit Quality has strongly defended the Board?s achievements in accomplishing the goals of the Sarbanes-Oxley Act...

New Mexico Proposes Rule Revisions

Posted on November 20, 2009
New Mexico Proposes Rule Revisions to Align with New 2010 Securities ActRule amendments were proposed by the New Mexico Securities Division to align the rules with adoption of the new New Mexico Uniform Securities Act that takes effect January 1, 2010...

California Amends National Security

Posted on November 20, 2009
California Amends National Security Exchange Names and Functions to Match Federal ChangesThe names and functions of certain national security exchanges, stock exchanges, markets and related entities were amended by the California Department of Corporations to reflect changes made to the National Security Exchange names and functions at the federal level, effective December 10, 2009...

Hong Kong Securities and Futures

Posted on November 20, 2009
Hong Kong Securities and Futures Commission Official Looks at Regulation of Dark PoolsNoting that the SEC has made dramatic proposals to light up dark pools, Martin Wheatley, Executive Director of the Hong Kong Securities and Futures Commission said that the proposals have far-reaching implications and require careful study and thorough discussions with the industry before being adopted...

House Legislation Would Provide

Posted on November 19, 2009
House Legislation Would Provide for Extraterritorial Reach of Federal Securities LawsPerhaps obviating the need for US Supreme Court review of a case involving the extraterritorial reach of the federal securities laws, House draft legislation would provide for the transnational reach of the antifraud provisions of the Securities Act, the Exchange Act, and the Investment Advisers Act...

NYSE Forms Corporate Governance

Posted on November 18, 2009
NYSE Forms Corporate Governance Commission as Legislation LoomsAgainst the backdrop of pending federal legislation on corporate governance, the NYSE has formed a Commission on Corporate Governance to address U.S. corporate governance reform and the overall proxy voting process for public companies...

Senate Draft Legislation Would

Posted on November 17, 2009
Senate Draft Legislation Would Overrule Supreme Court Precedent and Allow Private Right of Action for Aiding and Abetting Securities FraudThe Senate draft legislation, Restoring American Financial Stability Act, would enable investors to sue persons who aid and abet securities fraud...

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