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

SEC Brief Defends Bank of America

Posted on September 09, 2009
SEC Brief Defends Bank of America Consent Settlement before Federal JudgeThe SEC has filed a reply memorandum in federal court defending its consent settlement in the Bank of America enforcement action. The Commission believes that the proposed disposition is reasonable and in the public interest...

Michigan Adds Registration Requirements

Posted on September 08, 2009
Michigan Adds Registration Requirements for Investment Adviser Representatives in Light of Upcoming New Securities ActRegistration requirements for investment adviser representatives are being imposed for the first time in Michigan in light of adoption of the State's new Uniform Securities Act on October 1, 2009...

Hong Kong Enforcement Chief Outlines

Posted on September 08, 2009
Hong Kong Enforcement Chief Outlines Vigorous Efforts on Insider Trading and Corporate GovernanceMaking full use of available legal powers and operating independently are the twin keys that have enabled the Securities and Futures Commission to achieve significant results in its enforcement actions, noted Director of Enforcement Mark Steward...

G-20 Finance Ministers Endorse

Posted on September 07, 2009
G-20 Finance Ministers Endorse Reform of Executive Compensation in Alingment with Long-Term Value CreationIn preparation for the upcoming G-20 summit in Pittsburgh, the G-20 Finance Ministers have issued a communiqué calling for a framework on corporate governance and executive compensation practices designed to prevent short-term risk taking and mitigate systemic risk...

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Key Senator Plans Legislation Making

Posted on September 07, 2009
Key Senator Plans Legislation Making the SEC Self-FundingIn the wake of the SEC Inspector General Report on the Madoff case, Senator Charles Schumer plans legislation that would allow the SEC to fund its own operations by using the transaction and registration fees it collects in place of a Congressionally-mandated budget...

Fund Industry Defends Gartenberg

Posted on September 06, 2009
Fund Industry Defends Gartenberg Ruling on Advisory Fees as US Supreme Court Test LoomsWith a case challenging the 1982 Gartenberg ruling involving the fiduciary duty imposed on mutual fund advisers under Section 36(b) of the Investment Company Act set for oral argument before the US Supreme Court on November 2, a flurry of amicus briefs defending Gartenberg have been filed...

German Legislation Would Provide

Posted on September 04, 2009
German Legislation Would Provide Resolution Authority for Failed Systemically Important BanksProposed German legislation would provide a restructuring model for the rescue of systemically important banks. Finance Minister Peer Steinbrueck emphasized that the legislation is absolutely necessary in order to provide for the orderly reorganization of systemically relevant financial institutions and prevent a government takeover in the event of a crisis...

Hong Kong Court Orders Records

Posted on September 04, 2009
Hong Kong Court Orders Records Disclosure in SFC Lehman Brothers CaseThe Hong Kong High Court has ruled that Lehman Brothers Asia Ltd must disclose records to the Securities and Futures Commission in connection with its investigation of the offer and marketing of minibonds...

Federal Judge Rules Credit Rating

Posted on September 04, 2009
Federal Judge Rules Credit Rating Agencies Had No First Amendment Protection in Rating Asset-Backed SecuritiesIn a case that goes to the heart of the conflict of interest issue and credit ratings agencies, and with reform legislation being considered in the EU and the US Congress, a federal judge ruled that institutional investors in a structured investment vehicle containing mortgage-backed securities sufficiently alleged an actionable misstatement against the credit rating agencies and the investment bank that placed the rated notes...

SEC Inspector General Finds Madoff

Posted on September 03, 2009
SEC Inspector General Finds Madoff Enforcement Failures, Particularly Failure to Verify Through Independent Third PartiesThe SEC Inspector General has concluded that, despite numerous credible and detailed complaints, the SEC never properly investigated Bernard Madoff?s trading and never took the necessary steps to determine if Madoff was operating a Ponzi scheme...

Arkansas Proposes Securities Rule

Posted on September 03, 2009
Arkansas Proposes Securities Rule ChangesRule changes addressing matters needed to orderly administer laws regulating securities in Arkansas were proposed by the State's Securities Department. A public hearing on the proposals will be held at 10:00 a...

Institutional Investors Oppose

Posted on September 02, 2009
Institutional Investors Oppose Call for Differential Voting Rights; India Allows Differential Shares, For NowThe call of UK Finance Minister Paul Myners? for differential voting rights for shareholders depending on the length of time they have held shares in the company has met with opposition from institutional investors...

Fed Must Produce Documents on Securities

Posted on September 01, 2009
Fed Must Produce Documents on Securities Relating to Its Lending Programs; FOIA Exemptions Not AvailableRejecting claims of FOIA exemption privileges, a federal judge has ordered the Federal Reserve Board to produce documents about the Federal Reserve System?s extraordinary actions taken in early 2008 during one of the worst financial crisis in the nation?s history...

Delaware Bar Group Opposes SEC

Posted on September 01, 2009
Delaware Bar Group Opposes SEC Proposed Shareholder Access Rule in First Ever Comment LetterIn what it said was its first ever comment letter to the SEC, the Delaware State Bar Association asked the Commission to withdraw proposed Rule 14a-11 and allow shareholder proxy access systems to develop under the framework of private ordering and shareholder choice created by state law...

Chairman Schapiro Issues Open Letter

Posted on August 31, 2009
Chairman Schapiro Issues Open Letter to Broker-Dealer CEOsSEC Chairman Mary L. Schapiro issued an open letter to remind broker-dealer chief executive officers of their supervisory responsibilities following reports that special recruitment programs at some firms are premised on enhanced compensation arrangements...

Challenge to Gartenberg Ruling

Posted on August 30, 2009
Challenge to Gartenberg Ruling on Fund Advisory Fees Set for November Oral Argument before US Supreme CourtA case challenging the 1982 Gartenberg ruling involving the fiduciary duty imposed on mutual fund advisers under Section 36(b) of the Investment Company Act is set for oral argument before the US Supreme Court on November 2...

Corporate Counsel Group Assails

Posted on August 30, 2009
Corporate Counsel Group Assails First Circuit Tax Audit Work Papers Ruling as Deletorious to Attorney-Auditor RelationshipThe Association of Corporate Counsel has decried the First Circuit?s en banc ruling that audit work papers were discoverable by the IRS since they were done with SEC-required financial statements not litigation in mind...

UK Reaffirms Comply or Explain

Posted on August 27, 2009
UK Reaffirms Comply or Explain Model for Corporate Governance as Financial Crisis RoilsDespite concerns that the comply or explain principle of corporate governance may not be robust enough in light of the financial crisis, the principle recently received a strong endorsement from the Walker Report on corporate governance, as well as from UK senior officials...

French Central Bank Official Views

Posted on August 27, 2009
French Central Bank Official Views Fair Value Accounting as Tool to Fight ProcyclicalityNoting that there is no reasonable or practical alternative to fair value accounting for tradable securities, the Deputy Governor of the Bank of France believes that accounting standards, including fair value standards, may yet be used as a tool to address procyclicality and pre-empt the build up of imbalances in the financial system...

SEC Corp Fin Staff Examines Loan

Posted on August 25, 2009
SEC Corp Fin Staff Examines Loan Loss MD&A Disclosure IssuesThe SEC's Division of Corporation Finance has released a sample of a letter sent to public companies' chief financial officers about the issues they may wish to disclose in Management's Discussion and Analysis given the current economic environment...

D.C. Circuit: Partnership Interests

Posted on August 24, 2009
D.C. Circuit: Partnership Interests in "Family Feud" Were SecuritiesIn a complex case involving various affiliated business entities, a D.C. Circuit panel found over a dissent that certain limited partnership interests were "securities" under the Howey test...

US Senator Asks SEC for Broad Review

Posted on August 24, 2009
US Senator Asks SEC for Broad Review of Structure of Market RegulationSenator Ted Kaufman (D-DE) has urged the SEC to conduct a broad comprehensive review of the structure of the financial markers in order to ensure a level playing field for all investors...

Revised French Corporate Governance

Posted on August 21, 2009
Revised French Corporate Governance Code Emphasizes Independent Audit CommitteesA revised French corporate governance code places the independent audit committee at the heart of effective governance and provides for the appointment of employee-shareholder directors...

CFTC Chair Gensler Asks Congress

Posted on August 20, 2009
CFTC Chair Gensler Asks Congress for Changes to Administration's Draft Legislation Regulating DerivativesIn a letter to Congress, CFTC Chair Gary Gensler has asked for specific changes in the Obama Administration?s draft legislation to regulate the OTC derivatives markets...

Ninth Circuit Panel Overturns Criminal

Posted on August 19, 2009
Ninth Circuit Panel Overturns Criminal Conviction for Stock Options BackdatingA Ninth Circuit panel has overturned the first criminal conviction for backdating stock options because the prosecutor made a false assertion of material fact to the jury in closing argument...

Major Law Firms Oppose SEC Proposed

Posted on August 19, 2009
Major Law Firms Oppose SEC Proposed Shareholder Access RuleA consortium of major law firms has asked the SEC not to adopt proposed Rule 14a-11, the shareholder access rule, and instead amend the shareholder proposal rule to permit stockholders to utilize Rule 14a-8 for proxy access proposals...

Constitutional Law Professors Contend

Posted on August 18, 2009
Constitutional Law Professors Contend that PCAOB's Creation Violated the Appointments ClausePCAOB members are superior officers of the United States who must be constitutionally appointed by the President and confirmed by the Senate, argued a consortium of constitutional law professors in an amicus brief filed with the Supreme Court in a case challenging the PCAOB?s constitutionality...

Corporate Secretaries Society Opposes

Posted on August 18, 2009
Corporate Secretaries Society Opposes Proposed SEC Shareholder Access Rule 14a-11; Suggests Opt Out AlternativeThe Society of Corporate Secretaries and Governance Professionals does not support the adoption of the SEC?s proposed shareholder access rule as currently proposed...

Rhode Island Increases BD, Agent,

Posted on August 17, 2009
Rhode Island Increases BD, Agent, IA and IA Rep. FeesThe following fees were increased in Rhode Island, effective July 1, 2009:Broker-dealers, $300, from $250Agents, $60, from $50Investment Advisers, $300, from $250Investment Adviser Representatives, $60, from $50Please seehttp://www...

BaFin Adopts New Risk Management

Posted on August 17, 2009
BaFin Adopts New Risk Management and Executive Compensation RegulationsIn light of the financial crisis, and in reaction to the G-20 mandate, The German Federal Financial Supervisory Authority (BaFin) has adopted new regulations for risk management and executive compensation at banks and other financial institutions...

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