Latest Posts › Compliance

Share:

M&A Broker Exemption Bill Resurrects Financial Statement Replaced in 1988

Last week, the North American Securities Administrators Association withdrew its support for S. 1923 which, if enacted, would exempt “M&A brokers” from the broker registration requirements of the Securities Exchange Act of...more

9/15/2014 - Broker-Dealer Compliance Registration SEC Securities Exchange Act

Federal Prosecutors: The New Architects Of Corporate Governance

If I asked who or what are the primary sources of corporate governance changes, I would expect the following answers: Congress, the Securities and Exchange Commission, the stock exchanges, proxy advisory firms, public pension...more

9/3/2014 - Compliance Corporate Governance Criminal Prosecution Deferred Prosecution Agreements DOJ Enforcement Enforcement Actions Non-Prosecution Agreements

An Epic Question: Is This Pay Ratio Too Large, Too Small or Just Right?

California’s corporate tax rate is currently 8.84%. According to the California Taxpayer’s Association, only nine states (Alaska, Connecticut, Illinois, Iowa, Maine, Minnesota, New Jersey, Pennsylvania and Rhode Island) have...more

5/27/2014 - C-Suite Executives CEOs Compliance Executive Compensation Pay Ratio Regulation S-K Wage and Hour

Bad Actor Disqualification And Just How Do You Know Whether A Violation is Scienter-Based?

In a recently issued Compliance & Disclosure Interpretation (Question #260.21), the SEC staff unequivocally stated that “bad actor” disqualification under Rule 506(d)(1)(v) is “triggered only by orders to cease and desist...more

12/17/2013 - Bad Actors Compliance Scienter SEC

Did The SEC Make A Mistake? I Think Not.

Harvard Law School Professor John C. Coates recently published this post accusing the Securities and Exchange Commission of making policy and political mistakes in taking disclosure off of the “SEC’s agenda”. I beg to...more

12/16/2013 - Compliance Disclosure SEC

“Kid, Did You Ever Go To Court?”

In a recently issued Compliance & Disclosure Interpretation (Question #260.21), the SEC staff unequivocally stated that disqualification under Rule 506(d)(1)(v) is “triggered only by orders to cease and desist from violations...more

12/9/2013 - Compliance Disclosure Rule 506 Offerings Scienter SEC

What No Curve? 84% Of The States (Including Delaware And Nevada) Fail To Pass This Test!

I really enjoyed Organic Chemistry in college (I still have my copy of Morrison & Boyd). The subject, however, is not easy. On one semester final, I answered less than half of the questions correctly but earned a...more

12/6/2013 - Compliance

New Rule 506 C&DI’s Require Some Explaining

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. ...more

12/5/2013 - Compliance Disclosure Requirements General Solicitation Regulation D Rule 506 Offerings SEC Securities Exchange Act

When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more

11/27/2013 - Compliance Executive Compensation Fiduciary Duty Incentives Proxy Statements SEC Stock Options

Does SEC Independence Mean A Lack Of Accountability?

Earlier this week, Broc Romanek highlighted a recent panegyric on SEC independence given by SEC Chairwoman Mary Jo White. Independent agencies are the platypodes of the federal government. Many are inclined to view...more

10/23/2013 - Compliance Dodd-Frank Enforcement JOBS Act Mary Jo White Resource Extraction Rule 506 Offerings SEC

Some Pearls From Commissioners Past

Today’s post is dedicated to some observations on securities regulation from a few of my predecessors. H.L. Carnahan, California’s first Commissioner and later Lieutenant Governor, had this to say in 1916: The...more

9/17/2013 - Compliance Legal History

Congress Wants To Ban Felons While California Doesn’t Want To Ask

This week, the Securities and Exchange Commission’s “bad actor” rule amendments take effect. These rule amendments implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act which is entitled...more

9/16/2013 - Bad Actors Compliance Dodd-Frank Felons Regulation D SEC

Proxy Advisory Firms And Investment Adviser Registration

Recently, I wrote about a shareholder proposal seeking to hold a proxy advisor popularity contest. I commented that this could raise some interesting compliance challenges for proxy advisory firms that are registered as...more

9/3/2013 - Compliance Investment Adviser Proxy Advisors Registration

Nevada Cracks Down On “Nominee” Directors And Officers

Over the years, some have promoted the use of so-called “nominee” directors and officers as a means to hide the ownership and control of a corporation...more

7/31/2013 - Compliance Directors Nominations Officers

When Does Optionee Have A Legally Binding Right To Shares – Vesting Or Exercise?

Congress enacted Section 409A of the Internal Revenue Code in 2004. Given the statute’s complexity, the expense associated with compliance and its iron-fisted results, I’ve been amazed that there hasn’t been a greater clamor...more

7/16/2013 - Compliance Exercise of an Option Internal Revenue Code Section 409A Stock Options Stocks Vesting

FTB Fights Underground Regulation Determination – Why Won’t It Simply Do What’s Right?

Just last week, the California Taxpayers Association reported: For at least several months, the Franchise Tax Board has been sending filing enforcement notices to nonresidents of California, including many foreign...more

6/17/2013 - Administrative Procedure Act Compliance Franchise Tax Board Rulemaking Process Withholding Requirements

16 Results
|
View per page
Page: of 1