In a settled action, the SEC charged an investment adviser for false advertising and its chief compliance officer on related matters. The defendants did not admit or deny the charges....more
It was predictable someone would submit a phony whistleblower claim, and I suppose it was predictable there would be a fight over an actual award, like co-workers diving for a share of proceeds from an office pool lottery...more
Generally accepted accounting principles, or GAAP, presumes continuation of a reporting entity as a going concern as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent....more
SEC rules that took effect on July 1, 2014 generally require municipal advisors to register with the SEC through the SEC’s EDGAR system under the final registration process during a four-month phase-in period by October 31,...more
Around 34% of all loan officers responding to a Fed survey indicated the CFPB’s Ability-to-Repay and Qualified Mortgage Standards under the Truth in Lending Act (the ATR/QM rule) makes it more difficult to get conforming...more
Shortly before the filing deadline for the first conflict minerals filings on Form SD, it became known that the SEC believed non-metallic forms of tin are not conflict minerals because non-metallic forms of tin are...more
The CFPB issued an interpretive rule to clarify that when a borrower dies, the name of the borrower’s heir generally may be added to the mortgage without triggering the Bureau’s Ability-to-Repay rule. This clarification will...more
The United States District Court for the Eastern District of Wisconsin refused to allow a plaintiff to amend his complaint where the plaintiff claimed he was terminated because he complained internally and to the FTC and the...more
In 2013 the United States District Court for the District of Columbia vacated the SEC resource extraction disclosure rules that were mandated by Section 1504 of the Dodd-Frank Act. Fifty-eight Democratic lawmakers have...more
Plaintiffs claim the company, a Delaware corporation, did not count abstentions as “no” votes when the most recent increase in the share reserve was put to the shareholders at a special meeting in February 2013, which as an...more
Andrew J. Bowden, Director, SEC Office of Compliance Inspections and Examinations, gave a talk where he discussed troubling practices identified in examinations of private equity advisers. Some of these include...more
Norm Champ, Director, SEC Division of Investment Management, recently gave a speech where he reminded investment advisers to review compliance policies annually as required by SEC rules....more
Two recent U.S. District Court decisions hold that whistleblower claims under the Dodd-Frank Act are subject to arbitration under an appropriate pre-dispute arbitration agreement. In addition, the first of these decisions...more
Securities lawyers eagerly await the first (or the first few) new filings required by law to learn (and of course copy) from them. So the first conflict minerals filing to hit Edgar last week was eagerly anticipated, and...more
The SEC Division of Corporation Finance has recently posted two Division Announcements -
- As of April 9, 2014, in cases where the SEC staff has determined to grant a request for confidential treatment without...more
Keith F. Higgins, Director, SEC Division of Corporation Finance, recently laid out the SEC staff’s approach to the much discussed disclosure reform initiative. Highlights are as follows...more
Jeanette M. Franzel, PCAOB Board Member, recently gave her views on the PCAOB’s requirements. Ms. Franzel noted the PCAOB has heard that in response to some recent changes, some issuers have expressed concerns about the...more
The AICPA has issued additional guidance regarding the independent private-sector audit, or IPSA, which is required in some circumstances under the conflicts minerals rules. (Note that AICPA’s guidance is only applicable to...more
The SEC has announced its examination priorities for 2014, which cover a wide range of issues at financial institutions, including investment advisers and investment companies, broker-dealers, clearing agencies, exchanges and...more
The CFPB has issued a report pursuant to Section 1017(e)(4) of the Dodd-Frank Act to the Committees on Appropriations of the United States Senate and House of Representatives. The report covers the time period from August 1,...more
On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more
12/31/2013
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Dodd-Frank ,
Eligibility ,
Equity Securities ,
Exemptions ,
Offerings ,
Private Equity ,
Private Offerings ,
Regulation A ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Startups
When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more
The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more
Some issuers who are required to progress far enough down the conflict minerals decision tree may be unable, after performing due diligence, to determine whether conflict minerals in relevant products financed or benefitted...more
In General -
Growing companies need to be aware of the requirements of Section 12(g) of the Exchange Act. If the thresholds of Section 12(g) are crossed, which look principally to the number of shareholders, the...more