Corporate & Securities Law

Dutch Court Approves Large International

Posted on June 09, 2009
Dutch Court Approves Large International Securities Fraud SettlementA Dutch appeals court has approved the largest securities fraud settlement ever reached in Europe. The Amsterdam Court of Appeal ordered Royal Dutch Shell plc. to begin payment of $381 million plus interest to a foundation representing a group of institutional investors from 17 European countries, plus Canada and Australia The court had agreed to serve as a forum for the investor group and Shell to work together in reaching a settlement of securities fraud claims stemming from the company?s alleged inflation of its proven oil and gas reserves during the years 1997-2003...

Full Court Reviews First Circuit Panel Ruling Protecting Tax Accrual Work Papers Produced for Dual Purpose of Anticipating IRS Litigation and Filing S

Posted on June 08, 2009
In a case of intense interest to independent auditors, the en banc First Circuit Court of Appeals has reviewed a split First Circuit panel ruling that the work-product doctrine protects from an IRS subpoena tax accrual work papers prepared by a company for the purpose of calculating tax reserve liability even though the work papers were also prepared in conjunction with the independent audit of the company?s SEC-filed financial statements...

German Corporate Governance Code

Posted on June 07, 2009
German Corporate Governance Code to Promote Long-Term GoalsIn line with executive compensation principles endorsed by the G-20, the German Corporate Governance Code Commission proposed changes to the code to align executive compensation at German companies with long-term corporate performance...

Irish Draft Legislation Would Require

Posted on June 07, 2009
Irish Draft Legislation Would Require Mandatory Corporate Governance CodeIn a sharp departure from the comply-or-explain corporate governance codes prevalent in the EU, draft legislation In Ireland would create a mandatory corporate governance code with independent directors and audit committees as a hallmark...

To access this complete feed in the blog feed reader login or register for free.

Obama Administration Legislative

Posted on June 07, 2009
Obama Administration Legislative Reform Package Likely to Include Comprehensive Federal Regulation of OTC Derivatives MarketsThe financial crisis revealed that massive risks in derivatives markets went undetected by both regulators and market participants...

Corporate Community Fears FASB

Posted on June 07, 2009
Corporate Community Fears FASB Proposals Will Harm Recovery of Securitization MarketsIn a letter to the President?s Working Group on Financial Markets, the Chamber of Commerce Center for Capital Markets Competitiveness warned that FASB?s proposed changes to FAS 140 and FIN 46(R) may hinder nascent efforts to regenerate the securitization markets...

Corporate Community Asks SEC for

Posted on June 07, 2009
Corporate Community Asks SEC for One-Year Extension for Small Companies to Comply with Sarbanes-Oxley 404 Internal Control Auditor AttestationIn a letter to SEC Chair Mary Schapiro, the Chamber of Commerce Center for Capital Markets Competitiveness urged the Commission to grant an additional one year extension for non-accelerated filers to comply with the auditor attestation provisions of Section 404 (b) of the Sarbanes-Oxley Act...

Swiss Regulator Proposes Remuneration

Posted on June 05, 2009
Swiss Regulator Proposes Remuneration Regime Delinked from Excessive Risk TakingThe Swiss Financial Markets Supervisory Authority proposes to regulate the remuneration of all financial institutions, not just systemically relevant ones, in a way that delinks excessive risk from bonuses and other variable compensation...

NASAA Advocates Creation of Systemic

Posted on June 03, 2009
NASAA Advocates Creation of Systemic Risk CouncilThe North American Securities Administrators Association (NASAA) has joined the Conference of State Bank Supervisors and the National Association of Insurance Commissioners in calling upon Congress to establish a council of regulators to identify and manage systemic risk in the financial markets...

Global Financial Industry Promises

Posted on June 03, 2009
Global Financial Industry Promises Key Systemic Changes to OTC Derivatives Clearance and TradingIn a letter to the Fed and SEC, and with federal legislation regulating OTC derivatives looming, a consortium of global financial institutions and asset managers said they would implement a framework for OTC derivatives risk management and market structure in accordance with principles enunciated by the G-20, the European Commission and the U...

US Supreme Court Invites SEC Input

Posted on June 02, 2009
US Supreme Court Invites SEC Input on Extraterritorial Reach of Federal Securities LawsThe US Supreme Court has asked the Government to file a brief in a private action involving the always vexing issue of the international reach of the federal securities laws...

UK Treasury Committee Says Auditors

Posted on June 01, 2009
UK Treasury Committee Says Auditors of Company's Financials Should Neither Perform Non-Audit Work Nor Give Assurances on Risk ManagementConcerned about auditor independence, the UK Treasury Committee recommended that the firm that audits a company?s financial statements should be prohibited from doing non-audit work for the company...

German and UK Securities Regulators

Posted on June 01, 2009
German and UK Securities Regulators to Extend Prohibition on Short Selling, While Australia Lifts BanThe German Federal Financial Supervisory Authority (BaFin) has extended its ban on naked short selling in the shares of financial companies to January 31, 2010...

Corp Fin Staff Clarifies Executive

Posted on June 01, 2009
Corp Fin Staff Clarifies Executive Compensation Disclosure Rules on Fair Value and Summary Compensation TableThe SEC Division of Corporation Finance staff has clarified SEC regulations requiring disclosure of executive compensation. The interpretations involve areas that are as diverse as fair value reporting under the Grants of Plan-Based Awards Table and the dollar value of life insurance under the Summary Compensation Table, as well as the reporting of performance-based restricted stock...

UK Corporate Secretaries Suggest

Posted on May 31, 2009
UK Corporate Secretaries Suggest Revision of Combined Code to Make Risk Management a Board DutyThe UK corporate secretaries have recommended that the Combined Code, the UK?s corporate governance code, be amended to ensure that risk management is a collective board responsibility at the core of effective corporate governance...

Convergence of US GAAP and IFRS

Posted on May 31, 2009
Convergence of US GAAP and IFRS May Be 10-15 Years Away Says FASB Chair as Boards Vow Int'l Fair Value Accounting StandardFASB Chair Robert Herz told a meeting of the Financial Crisis Advisory Group that full convergence of US GAAP and IFRS could take as long as 10?15 years...

Committee on Capital Markets Regulation

Posted on May 28, 2009
Committee on Capital Markets Regulation Issues Broad Reform Framework Centered on Unitary RegulatorThe blue ribbon Committee on Capital Markets Regulation has recommended a consolidated unitary regulator approach for the US, modeled on the UK Financial Services Authority, plus naming the Federal Reserve Board as systemic risk regulator...

SEC Rule 151A Challenged in Federal Appeals Court

Posted on May 27, 2009
SEC Rule 151A defining indexed annuities as not being exempt annuity contracts under Section 3(a)(8) of the Securities Act is being challenged in federal court by issuers of fixed indexed annuities that will be subject to SEC regulation as a consequence of the rule...

Supreme Court Takes Inquiry Notice

Posted on May 27, 2009
Supreme Court Takes Inquiry Notice CaseThe high court seems to have a renewed interest in securities cases. The court had already agreed to hear Jones v. Harris Associates L.P., a case involving excessive fee claims under Section 36(b) of the Investment Company Act, and the Free Enterprise Fund case on the constitutionality of the PCAOB...

Senate Leader Introduces Legislation

Posted on May 26, 2009
Senate Leader Introduces Legislation to Curb Excessive CompensationSenator Richard Durbin, Assistant Majority Leader, has introduced two pieces of legislation to curb excessive executive compensation by requiring a super majority shareholder vote approving excessive compensation and denying companies a tax deduction under IRC ¶162 with regard to excessive compensation...

President Signs Legislation Imposing

Posted on May 26, 2009
President Signs Legislation Imposing Disclosure and Fiduciary Duties on Treasury Program to Remove Toxic Securities from Financial InstitutionsPresident Obama has signed legislation providing for additional oversight of the Treasury?s Public-Private Investment Program (PPIP), which is designed to remove toxic securities from the balance sheets of financial institutions...

ECB Official Says Systemic Risk

Posted on May 25, 2009
ECB Official Says Systemic Risk Regulation Must be Cross-BorderNoting that the financial crisis has shaken markets to their foundations and revealed gaps in risk management and the geographical reach of regulation, an Austrian Member of the European Central Bank called for cross-border systemic risk regulation in order to prevent regulatory arbitrage...

President Signs Legislation Strengthening

Posted on May 22, 2009
President Signs Legislation Strengthening Securities and Financial Fraud Enforcement and Creating Commission to Examine Causes of CrisisPresident Obama has signed the Fraud Enforcement and Recovery Act (FERA) improving the enforcement of securities and commodities fraud and financial institution fraud involving asset-backed securities and fraud related to federal assistance and relief programs...

SEC Concerned About Post-Trade

Posted on May 22, 2009
SEC Concerned About Post-Trade Transparency of Dark PoolsThe SEC has become increasingly concerned about the post-trade transparency of dark pools, which are electronic trading systems that do not display public quotes. According to James Brigagliano, Co-Acting Director of the Division of Trading and Markets, this lack of post-trade transparency can make it difficult for the public to assess dark pool trading volume and evaluate which ones may have liquidity in particular stocks...

Financial Industry Groups Ask Congress

Posted on May 21, 2009
Financial Industry Groups Ask Congress to Redefine and Improve Fair Value AccountingNoting that when there is no market, market value does not provide relevant, useful information about a securitized asset, the financial industry told Congress that the fair value accounting mark-to-market standard still needs additional improvement even in the wake of FASB?s recent guidance...

White Paper on Finacial Regulatory

Posted on May 21, 2009
White Paper on Finacial Regulatory Reform AvailableOn May 18th, Congress passed and cleared for the President?s signature its first piece of legislation reforming the oversight of the financial industry following the recent economic upheavals. The Fraud Enforcement and Recovery Act (FERA), S...

FINRA Adopts Member Private Offering

Posted on May 20, 2009
FINRA Adopts Member Private Offering RuleThe Financial Industry Regulatory Authority's (FINRA) Rule 5122 regulating private offerings of securities issued by a FINRA member on the member's "control entity" ( a "Member Private Offering") takes effect June 17, 2009...

SEC Proposes Shareholder Access

Posted on May 20, 2009
SEC Proposes Shareholder Access Rule Based on Minimum Time and Ownership RequirementsAgainst the backdrop of impending changes to the Delaware corporation code making it easier for shareholders to nominate directors to corporate boards, the SEC has proposed rules facilitating the rights of shareholders to nominate directors...

Pension Funds Urge Congress to

Posted on May 20, 2009
Pension Funds Urge Congress to Give SEC Crucial Role in New Financial Regulatory RegimeAs Congress develops legislation to reform the regulation of financial markets, a group of large public pension funds has urged congressional oversight leaders to give the SEC a crucial role in the overall reform legislation...

Congress Passes Legislation Strengthening

Posted on May 19, 2009
Congress Passes Legislation Strengthening Securities Fraud and Financial Fraud EnforcementCongress has passed and cleared for the President legislation improving enforcement of securities fraud and financial institution fraud involving asset-backed securities and fraud related to federal assistance and relief programs...

Bloggers, promote your law blog by nominating your blog for inclusion in USLaw.com's Law Blog Directory and RSS Reader. Benefits described.