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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

Broad Shareholder Democracy Legislation

Posted on June 24, 2009
Broad Shareholder Democracy Legislation Introduced in CongressComprehensive corporate governance legislation has been introduced in the House that would require a shareholder advisory vote on executive pay, allow shareholders to nominate a candidate for director on management?s proxy card, and eliminate uninstructed discretionary broker votes in uncontested elections that allows fund managers to vote on investors? behalf...

Leading Senator Introduces Legislation

Posted on June 24, 2009
Leading Senator Introduces Legislation Regulating Hedge Fund AdvisersA leading Democratic Senator has introduced legislation requiring advisers to hedge funds, private equity funds, and venture capital funds with $30 million under management to register as investment advisers with the SEC...

Illinois Updates Electronic Form

Posted on June 23, 2009
Illinois Updates Electronic Form D Policy for Rule 504, 505 and 506 OfferingsBeginning March 16, 2009 issuers intending to make an offering under Rule 504 in Illnois may use Section 4.G of the Illinois Securites Law to file SEC Form D or Illinois Form 4...

Settlement Bar Order Proper Under

Posted on June 23, 2009
Settlement Bar Order Proper Under PSLRAThe 11th Circuit rejected challenges to a bar order in the HealthSouth fraud litigation by former HealthSouth CEO Richard Scrushy. Mr. Scrushy, a non-settling defendant, objected to the portions of the bar order that extinguished his contractual claims against HealthSouth for indemnification of settlement payments to the underlying plaintiffs and for advancement of legal defense costs...

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District of Columbia Issues Bulletin

Posted on June 23, 2009
District of Columbia Issues Bulletin on Electronic Form D for Rule 504, 505 and 506 IssuersBeginning March 16, 2009, issuers intending to make a Rule 504, 505 or Rule 506 offering in the District of Columbia must file an authenticated paper copy of the SEC-electronically filed Form D, and a fee of $100 (Rule 504); 1/10 of 1% of the maximum aggregate offering price, with minimum and maximums of $250 and $1,500 respectively (Rule 505); and $250 (Rule 506)...

Washington State Releases Checklist

Posted on June 23, 2009
Washington State Releases Checklist on Electronic Form D Filings for Rule 504, 505 and 506 OfferingsA checklist on the notice filing and fee requirements for making Rule 504, 505 and 506 offerings following the SEC's mandate that Form D be filed electronically beginning March 16, 2009 was issued by the Washington Department of Financial Institutions...

SEC Chair Presents Plan for Regulation

Posted on June 22, 2009
SEC Chair Presents Plan for Regulation of OTC Derivatives to CongressAgainst the backdrop of the Obama Administration?s call for federal regulation of the OTC derivatives markets, SEC Chair Mary Schapiro has asked Congress to pass legislation subjecting securities-related OTC derivatives to the federal securities laws and Commission regulation...

Colorado Provides Guidance on Electronic

Posted on June 22, 2009
Colorado Provides Guidance on Electronic Form D Filing Procedures for Rule 504, 505 and 506 OfferingsBeginning March 16, 2009, issuers intending to make a Rule 504, 505 or Rule 506 offering in Colorado must file a paper copy of the Form D electronically filed with the SEC, with an original signature...

Obama Administration Plan Would

Posted on June 22, 2009
Obama Administration Plan Would Reform Executive Compensation as Part of Vast Overhaul of US Financial Regulatory SystemThe Obama Administration has proposed to Congress the most sweeping and fundamental regulatory reform of the US financial and securities markets since President Franklin D...

Alaska Issues Electronic Form D

Posted on June 22, 2009
Alaska Issues Electronic Form D Filing ProceduresBeginning March 16, 2009, issuers intending to make a Rule 506 offering in Alaska must file a paper copy of the Form D electronically filed with the SEC, together with a copy of Form U-2, Uniform Consent to Service of Process, a cover letter stating the first sale in Alaska, and a fee of $600 for one year or $1,100 for an automatic extension of one year (if desired by the issuer atthe time of the notice filing)...

Senator Shelby Skeptical of Fed as Systemic Risk Regulator

Posted on June 21, 2009
As the Senate Banking Committee begins to craft legislation overhauling the US financial regulatory system, Senator Richard Shelby (R-Alabama), the Committee?s Ranking Member, has cast doubt on whether the Fed can fill the macro prudential role envisioned for it by the Obama Administration...

EU Endorses Systemic Risk Board as Part of Regulatory Reform

Posted on June 19, 2009
While Congress debates the Obama?s Administration?s proposal that the Fed be the systemic risk regulator, the European Union Council has endorsed the creation of a European Systemic Risk Board to monitor and assess potential threats to financial stability and, where necessary, issue risk warnings and recommendations for action and monitor their implementation...

Obama Administration Seeks Federal

Posted on June 18, 2009
Obama Administration Seeks Federal Regulation of Hedge FundsThe Obama Administration has 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...

Geithner Defends Administration's

Posted on June 18, 2009
Geithner Defends Administration's Reform PlanIn prepared testimony released ahead of a pending appearamce before the Senate Banking Committee, Treasury Secretary Tim Geithner defended the Administtration?s proposal to name the Federal Reserve Board the primary systemic risk regulator in the reformed financial regulatory regime...

Obama Administration Proposes Vast

Posted on June 17, 2009
Obama Administration Proposes Vast Overhaul of US Financial RegulationThe Obama Administration has proposed to Congress the most sweeping and fundamental regulatory reform of the US financial and securities markets since President Franklin D. Roosevelt?s New Deal...

Alabama Sets New Securities FeesEffective

Posted on June 17, 2009
Alabama Sets New Securities FeesEffective August 1, 2009, the following securities fees are in place in Alabama:Broker-Dealer Firms: $250Broker-Dealer Agents: $60Issuer-Agents: $60Investment Adviser Firms: $250Investment Adviser Representatives: $60Securities RegistrationCoordination/Qualification:$40 filing fee + registration fee of 1/10 of 1% aggregate offering price in Alabama, with no less than $100 and no more than $1,500; min...

Obama Administration Urges Harmonization

Posted on June 17, 2009
Obama Administration Urges Harmonization of Securities and Futures RegulationThe Administration decided not to propose a merger of the SEC and CFTC. Instead, the SEC and CFTC should make recommendations to Congress for changes to their statutes and regulations that would harmonize the regulation of futures and securities...

Obama Reform Proposal Would Enhance

Posted on June 17, 2009
Obama Reform Proposal Would Enhance SEC Investor Protection RoleIn its draft plan to overhaul US financial regulation, the Obama Administration endorses the SEC as an experienced federal regulator with comprehensive responsibilities for protecting investors against fraud and abuse...

Treasury Rules for TARP Firms Give

Posted on June 15, 2009
Treasury Rules for TARP Firms Give Central Role to Compensation Committees and CertificationsThe Treasury has issued special executive compensation and corporate governance rules for firms receiving funds under the troubled assets relief program (TARP)...

IASB Chair: Board Will Produce

Posted on June 14, 2009
IASB Chair: Board Will Produce New Fair Value Standard This YearIASB Chair David Tweedie said that the Board will adopt a new standard on fair value accounting this year for use in 2009 financial statements. In remarks to ECOFIN, he pledged that the comprehensive revision of IAS 39 will be done in a transparent manner after open consultation with stakeholders, including the European Commission and other regulators...

Japan Set to Adopt Mandatory Use

Posted on June 14, 2009
Japan Set to Adopt Mandatory Use of IFRS Conditioned on Funding and Governance IssuesA key advisory group to the Japanese Financial Services Agency has recommended the eventual mandatory use of IFRS for the consolidated financial statements of listed international companies...

Indiana To Hold Public Hearing

Posted on June 12, 2009
Indiana To Hold Public Hearing on USA 2002 Model Act RulesPreviously proposed rules and rule changes by the Indiana Securities Division to coordinate the rules with the Indiana Uniform Securities Act that took effect July 1, 2008 will be subject to a public hearing on September 22, 2009 at 1 p...

House Bill Would Nullify SEC Rule

Posted on June 12, 2009
House Bill Would Nullify SEC Rule 151A on Indexed Annuities As the US Court of Appeals for the District of Columbia considers the future of SEC Rule 151A, bi-partisan legislation, HR 2733, introduced by Rep. Gregory Meeks would nullify the Commission?s adoption of Rule 151A before it has a chance to take effect...

NASAA Commends Presidential Directive

Posted on June 11, 2009
NASAA Commends Presidential Directive on PreemptionIn a letter this week to President Obama, the North American Securities Administrators Association (NASAA) praised the chief executive's recent directive setting limits on regulatory preemption by federal agencies...

Obama Administration Proposes Legislation

Posted on June 11, 2009
Obama Administration Proposes Legislation Mandating Say-on-Pay and Independent Compensation CommitteesThe Obama Administration has asked Congress to pass legislation mandating a non-binding shareholder advisory vote on executive compensation. The Administration also seeks legislation ensuring the independence of board of directors compensation committees similar to the manner in which the Sarbanes-Oxley Act provided for independent audit committees...

Kentucky Increases Certain Investment

Posted on June 11, 2009
Kentucky Increases Certain Investment Company Notice Filing FeesThe fee for investment companies registered under the 1940 Act whose notice filings are made or become due for renewal on or after June 1, 2009 is increased to $1,000 (from $500) if the notice filing contains more than one fund, portfolio, class or series...

President Obama Issues Memorandum

Posted on June 10, 2009
President Obama Issues Memorandum on Federal Preemption of State LawsPresident Barak Obama sent the heads of all executive departments and agencies a memorandum on May 20, 2009 advising them that it is his Administration's general policy "that preemption of State law by executive departments and agencies should be undertaken only with full consideration of the legitimate prerogatives of the States and with a sufficient legal basis for preemption...

House Passes Legislation Elevating

Posted on June 09, 2009
House Passes Legislation Elevating Independence of SEC and CFTC Inspectors GeneralThe House had passed legislation enhancing the independence of the SEC and CFTC Inspectors General by requiring that they be appointed by the President and confirmed by the Senate...

Terminating a Rule 506 Offering

Posted on June 09, 2009
Terminating a Rule 506 Offering in New HampshireTo terminate a Rule 506 offering in connection with new Form D, create a cover letter identifying the offering and indicating the terminate date of sale, the total number of sales in New Hampshire, the dollar amount sold in New Hampshire and the total number of sales nationwide...

Derivatives Industry Accepts Regulation

Posted on June 09, 2009
Derivatives Industry Accepts Regulation in Principle with Concerns for Customized Derivatives and Cross-Border RegulationThe derivatives industry generally favors the Obama Administration?s proposal to federally regulate the OTC derivatives markets, but cautioned against forcing customized derivatives on to exchanges and called for globally harmonized regulations to prevent regulatory arbitrage...

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