General Business Administrative Agency Securities

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SEC Approves Consolidated FINRA Rules 2040 (Payments to Unregistered Persons, Including Foreign Finders)

FINRA Rule 2040 governs the payment of transaction-based compensation by member firms to unregistered persons. Rule 2040(a) – General. Rule 2040(a) directs persons to look to SEC rules to determine whether the activities in...more

SEC Staff Issues New FAQs on Regulation SHO

On March 17, the staff of the Securities and Exchange Commission’s Division of Trading and Markets (Staff) issued three new frequently asked questions (FAQs) relating to Regulation SHO. The current guidance under FAQ 2.5...more

Regulation SBSR: The Compliance Guide to Reporting Security-based Swaps

SEC has published reporting obligations for SBS without a finalized compliance schedule. Reporting rules for cleared and platform-executed SBS and certain cross-border transactions have not yet been finalized. On...more

SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with...more

Should The SEC Adopt Governance Principles (For Itself)?

When I served as Commissioner of Corporations for the State of California, I was sometimes asked about the other Commissioners.  However, I never concerned myself with the “other Commissioners” because there were no other...more

SEC Issues Guidance Regarding Standards Applicable to Waivers of Disqualification under Regulation A and Rules 505 and 506 of...

The disqualification provisions of Rules 262 and 505 under the Securities Act make the exemptions from registration under Regulation A and Rule 505 of Regulation D unavailable for an offering if, among other things, an...more

SEC Charges Corporate Insiders in Going-Privates for Failing to Update Schedule 13Ds

The Securities and Exchange Commission (SEC) announced on March 13, 2015, that it had charged eight officers, directors and major shareholders for failing to file amendments to their Schedule 13Ds to disclose steps to take...more

CFTC to Shift Enforcement Actions to Administrative Courts

The CFTC plans to revive the use of administrative courts to bring enforcement actions for violations of the Commodity Exchange Act and CFTC regulations, according to recent remarks by Aitan Goelman, Director of the Division...more

The SEC and the Pharmaceutical Industry - Recent Commentary by the SEC's Enforcement Director Identifies Areas of SEC Focus...

Recently, the United States Securities and Exchange Commission’s (“SEC”) Enforcement Director, Andrew Ceresney (“Ceresney”), spoke to pharmaceutical compliance personnel at the CBI’s Annual Pharmaceutical Compliance Congress...more

White Calls for SEC to Adopt Uniform Fiduciary Standard

SEC Chair Mary Jo White said Tuesday that the SEC needs to move forward on a uniform fiduciary standard for the financial industry, including brokers. Addressing the annual meeting of the Securities Industry and Financial...more

Striking the Balance: Mary Jo White Says the SEC’s Process for “Well-Known Seasoned Issuer” Waivers Is Fair, But Signals a...

In a speech last Thursday, SEC Chair Mary Jo White publicly addressed the issue of whether the SEC has been too lax in granting waivers to large corporations that are subject to certain restrictions under the Well-Known...more

The Companion and SEC Enforcement of the FCPA – Part II

I will use Agatha Christie’s short story The Companion as the introduction to today’s blog post. This story, related by one of the Tuesday story-telling group of detective aficionados, Dr. Lloyd, and is about two people who...more

Hong Kong Regulatory Update - March 2015

This Hong Kong regulatory update is intended to provide a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock...more

SEC Muni Enforcement Chief Offers Her Views on MCDC

The Securities and Exchange Commission’s (SEC’s) year-old Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative or MCDC) has encouraged municipal securities issuers, borrowers, and underwriters to...more

SEC Investigating Companies’ Employment Contracts That Restrict Whistleblowing

The U.S. Securities and Exchange Commission (SEC) may soon be investigating the agreements companies make with their employees. According to a February 25, 2015 Wall Street Journal report, the SEC has sent requests to several...more

DBO Warns Victims Not To Be Victimized Twice

The DBO has become aware that past investors in Leland Energy are being solicited by a purported New York State-licensed attorney claiming to have been hired by the State of California to contact them regarding $6.5 million...more

Show Me The Money: Yes, Even Corporate Officers Can Collect Dodd-Frank Bounty Awards

On March 2, 2015, the SEC announced a whistleblower bounty award of between $475,000 and $575,000, its 15th under the Dodd-Frank whistleblower program. While the SEC’s order is scant on detail, it does disclose that the award...more

SEC Annual Conference Highlights 2014 Accomplishments and Promises to Turn Up the Heat in 2015

With Chair Mary Jo White in her second year at the helm, the Securities and Exchange Commission showcased its efforts, improvements, and enforcement successes at this year’s SEC Speaks Conference. The Commission highlighted...more

SEC FCPA Enforcement Action against Goodyear and Investigation of Mondelez International Provide Valuable Lessons for U.S....

Action Item: The Securities and Exchange Commission’s enforcement action against Goodyear Tire & Rubber Company and its investigation of Mondelez International provide key lessons to U.S. companies seeking to acquire foreign...more

FCA Imposes £17.6 Million Fine on Investment Adviser for Mismanagement of Conflicts of Interest

On February 24, 2015, the UK Financial Conduct Authority (FCA) imposed a £17.6 million fine on a UK institutional investment adviser (UK Adviser) for failing to fairly manage conflicts of interest among the UK Adviser's...more

Corporate and Financial Weekly Digest - Volume X, Issue 9

In this issue: - Meeting of the SEC Advisory Committee on Small and Emerging Companies - Financial Action Task Force Publishes Updated List of Deficient Jurisdictions - CFTC to Host Roundtable on...more

Court Finds SEC Administrative Proceeding Constitutional

Section 929P(a) of the Dodd-Frank Act provides that the SEC’s authority in administrative penalty proceedings is “coextensive” with its authority to seek penalties in federal court. The plaintiff in Bebo v SEC argued the...more

What is a Security? Even the SEC Can’t Always Tell

On February 27, 2015, an Administrative Law Judge (ALJ) determined that, contrary to claims by the SEC, interests in an LLC that invested in conservation easements as a tax deduction mechanism were not “securities” within the...more

Georgia Complaint Challenges Constitutionality of SEC Administrative Proceedings

A complaint filed in the Northern District of Georgia on February 19 alleges that the Securities and Exchange Commission brings claims in administrative courts that are unconstitutional. The plaintiffs in the case, Gray...more

SEC Settles with Global Manufacturer over FCPA Violations

On February 24, the SEC announced charges against a global manufacturer for alleged violations of the FCPA involving bribes paid by its African subsidiaries in order to make sales in Kenya and Angola. Over the course of a...more

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