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Amendments to Offshore Fund Rules to Reflect Finance Act 2014 AIFM Partnership Tax Changes

Regulations amending the Offshore Funds Regulations 2009 (the 2009 Regulations) to reflect the Finance Act 2014 changes to the taxation of alternative investment fund managers operating as partnerships (AIFM firms) were made...more

Court Grants in Part RBS Motion for Summary Judgment in Repurchase Action

On July 23, Judge William Conley of the Western District of Wisconsin granted in part and denied in part RBS Securities Inc.’s motion for summary judgment in a suit brought by CUNA Mutual Group seeking to rescind the purchase...more

MSRB Proposes Revised Duties for Municipal Advisors

The MSRB proposed a Revised Draft of Rule G-42 (“Duties of Non-Solicitor Municipal Advisors”) by Reg. Not. 2014-12 issued July 23, 2014. We addressed the original proposal in our January 23 blog post. The Revised Draft...more

Financial Regulatory Developments Focus - July #4

In this issue: - Derivatives - Regulatory Capital - Recovery & Resolution - Bank Structure - Financial Market Infrastructure - Financial Services - Funds -...more

CEO, CFO Named in SEC Actions For Concealing Control Problems

The co-founders of a Florida based computer company were named as Respondents in SEC administrative proceedings. The actions centers on significant internal control difficulties regarding the inventory which, rather than...more

SEC Finalizes Partial Framework for the Cross-Border Application of its Derivatives Regulations

The SEC Final Rule is the SEC’s first major step toward implementing its final regulatory regime under Title VII of the Dodd-Frank Act. On June 25, 2014, the Securities and Exchange Commission (SEC) approved a final...more

Bernstein Shur Business and Commercial Litigation Newsletter #42

We are pleased to present the 42nd edition of the Bernstein Shur Business and Commercial Litigation Newsletter. This month, we highlight recent cases that address controversies involving Google and privacy rights, the Foreign...more

Delaware Likes Garner/California Not So Much

In 1970, Richard Nixon was president, the 26th Amendment was still not part of the Constitution, and the Fifth Circuit Court of Appeals issued its opinion in Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970). In that...more

SEC Grants Exceptions to Family Office Rules

The SEC has previously adopted a rule to define “family offices” that are excluded from the Investment Advisers Act of 1940. “Family offices” are entities established by wealthy families to manage their wealth and provide...more

2014 Mid-Year Report Securities Litigation and Regulatory Enforcement

Welcome to the 2014 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. Its purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters we...more

SEC Adopts Money Market Fund Reforms

At a meeting held on July 23, 2014, the SEC voted 3-2 to adopt amendments (the “Amendments”) to various regulatory requirements affecting money market funds (“MMFs”). The Amendments, which are set forth in SEC Release No....more

SIFMA Provides Guidance on Verification of Accredited Investor Status by Broker-Dealers and Investment Advisers

The Securities Industry and Financial Markets Association (SIFMA) issued a memorandum (the “Memorandum”) with guidance for registered broker-dealers and investment advisers on various non-exclusive means of verifying an...more

SEC Issues Guidance on Proxy Voting

The Security and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (IM/CF) on June 30 (SLB 20). SLB 20 provides guidance regarding proxy voting...more

Tax Talk -- Volume 7, No. 2 -- July 2014

In This Issue: - As FATCA Begins, IRS Rolls out Withholding Forms, Increases IGA Count - IRS Issues Final Circular 230 Rules Simplifying Written Tax Advice Requirements - Mortgage CCA Raises More...more

Morgan Stanley Settles RMBS Charges with SEC

On July 24, the SEC announced that it had charged three Morgan Stanley entities with misleading investors with regard to two RMBS securitizations that the firms underwrote, sponsored and issued and that the firm agreed to...more

Your D&O Insurance Policy Post-Halliburton

In its recent, highly anticipated decision in Halliburton Co. v. Erica P. John Fund, the U.S. Supreme Court declined an invitation to overturn the so-called “fraud on the market” presumption applicable to securities class...more

SEC Staff Issues Guidance on Accredited Investor Tests and Verification of Accredited Investors for Rule 506(c) Offerings

The staff of the SEC’s Division of Corporation Finance added to its Compliance and Disclosure Interpretations posted on the SEC website new Questions 255.48-255.49 and 260.35-260.38 which address (1) elements of the...more

Earnings Call Q&A: What if There are No Qs?

So, the CEO and CFO have finished their earnings call prepared remarks and have asked the operator to queue the analysts’ questions. And let’s say that the Q&A portion of the call is usually a robust thirty minutes or so,...more

SEC Sends Wells Notice to S&P Concerning MBS Ratings

On July 23, S&P’s parent company, McGraw Hill Financial Inc., disclosed that it received a Wells notice indicating that the SEC’s enforcement staff had made a preliminary determination to recommend that the SEC institute an...more

The "Accredited Investor" Question

Has the time come to license investors? Regulators are often called upon to draw regulatory lines. In my experience as a former regulator (some would argue I never left, though it’s been almost 16 years), when called upon to...more

New Decision Bodes Well for SEC in Conflict Minerals Case

In April 2014, the United States Court of Appeals for the District of Columbia held the SEC’s conflict minerals rule and statute embodied in Dodd-Frank violate the First Amendment to the extent the statute and rule require...more

SEC Denies Whistleblower Award Claim for Harbinger-Falcone Recovery

As recently reported by Ed Benson of Law 360, on July 4th, 2014, the United States Securities and Exchange Commission (the “SEC” or “Commission”) issued a final order that denied a whistleblower award claim on the $18 million...more

Disclosure Reform

Yesterday, the US Chamber of Commerce’s Center for Capital Markets Competitiveness hosted a half-day session on “Corporate Disclosure Reform: Ensuring a Balanced System that Informs and Protects Investors and Capital...more

I Find More Confusion On Tallying Votes

I recently came across the following vote tally in Item 5.07 of Form 8-K: - 73,197,209 votes for (28.9% of the voted shares) - 177,776,280 votes against (70.2% of the voted shares)... ...more

Stacking the Deck: SEC’s Use of Administrative Proceedings

The SEC has a real perception problem. They cannot win in court. Whether this is fair or not, the SEC needs to move beyond this fear of losing since it only undermines the integrity of its enforcement program....more

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