Compliance Securities & Exchange Commission

Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory... more +
Compliance programs typically refer to formalized institutional procedures within corporations and organizations to detect, prevent and respond to indvidual and widespread instances of regulatory violations.  In response to many corporate scandals evidencing rampant unethical business practices, many nations, including the United States, began passing strict regulatory frameworks aimed at curbing these abuses. Notable pieces of legislation in this area include the U.S. Foreign Corrupt Practices Act (FCPA), Sarbanes-Oxley (SOX), and the U.K. Bribery Act, to name a few. The foregoing statutes and the severe penalties often associated with them form the basis of many modern institutional compliance programs. less -
News & Analysis as of

Expect Focus - Catching The Next Wave, Regulatory and Litigation Developments - Volume II, Spring 2014

In This Issue: - IN THE SPOTLIGHT ..Private Equity: The Next Wave of SEC Enforcement Actions? - LIFE INSURANCE ..How to Fight a STOLI Scheme: Court Rulings Offer Clues ..STOA Schemes Face...more

Code of Conduct, Compliance Policies and Procedures-Part I

For the remainder of this week, I will have a four-part episode on your Code of Conduct and anti-corruption compliance policies and procedures. In today’s post I will review the underlying legal and statutory basis for the...more

The Clock is Ticking on the SEC’s MCDC Initiative - Limited Self Reporting Window Closes September 9, 2014

The U.S. Securities and Exchange Commission (the “SEC”) has announced its Municipalities Continuing Disclosure Cooperation Initiative (the “MCDC Initiative”) for municipal issuers, conduit borrowers, other obligated persons...more

SEC IM Staff Issues Guidance on Proxy Voting Responsibilities of Investment Advisers

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management (IM) and Corporate Finance (CF) released a staff legal bulletin (Bulletin) on June 30, 2014, covering various issues involved with proxy...more

U.S. Brokers Doing Business Overseas

Recently, regulators have made inquiries about the lawfulness of U.S. brokerage firms soliciting foreign clients. The regulators want to know under what exemptions or rules U.S. firms can do business overseas. This is a new...more

SEC Adopts First Installment of Rules for Cross-Border Security-Based Swap Activity

On June 25, 2014, the Securities and Exchange Commission (SEC) re-started its rulemaking for security-based swaps (SBS) under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act")...more

SEC Focuses on Burgeoning Liquid Alternative Funds Market

Registered investment companies that pursue alternative investment strategies (also referred to as "liquid alts") are a relatively new form of offering for investment managers accustomed to operating private investment funds....more

Prosecuting Compliance “Gatekeepers”

Every organization depends on persons who are in a unique position to identify potential problems before they occur. Companies depend on gatekeepers to disrupt and prevent potential misconduct....more

Conflict Minerals: SEC Position on Non-Metallic Forms of Tin

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

PCAOB Issues Guidance to Auditors of Broker-Dealers

On June 24, 2014, the Public Company Accounting Oversight Board (PCAOB) released staff guidance to help auditors of brokers and dealers registered with the Securities and Exchange Commission (SEC) plan and perform audits in...more

The SEC Provides Guidance on Custody Rule Compliance for Private Fund SPVs and Escrow Accounts

In June 2014, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Investment Management provided guidance (the Guidance Update) on how private fund managers using special purpose vehicles (SPVs) and...more

SEC Issues Guidance on Proxy Voting Relevant to Proxy Advisers and Investment Advisers: Any Significant Impact on the Current...

Growing concerns regarding the increasingly prominent role of proxy advisory firms, including Institutional Shareholder Services and Glass Lewis, were largely not addressed when, on June 30, 2014, the Securities and Exchange...more

Structured Thoughts: Volume 5, Issue 4 - May 30, 2014

In This Issue: - No More KIDding Around: European Parliament Approves PRIIPs Regulation - FINRA Amends Rule 5110 to Exempt Certain Collective Investment Vehicles from Its Filing Requirements - The Time for the...more

SEC's MCDC Initiative - The Clock is Ticking

Not-for-profit health care providers that have borrowed on a tax-exempt basis within the last five years should be aware of the Securities and Exchange Commission’s (SEC) Municipalities Continuing Disclosure Cooperation...more

UK Wins First International Corruption Trial

The UK Serious Frauds Office (SFO) recently won its first overseas corruption victory convicting two individuals of a conspiracy to commit corruption. The case originally began six years ago with a referral by the U.S....more

Director of SEC’s Division of Investment Management Provides Insights into Agency’s View of Alternative Mutual Funds and Focus of...

On June 30, 2014, in remarks to the Practising Law Institute’s Private Equity Forum, Norm Champ, Director of the SEC’s Division of Investment Management, addressed the increase in the number of mutual funds that use...more

SEC Resolves First Case Under New Municipalities Continuing Disclosure Cooperation Initiative

On July 8, 2014, the SEC announced that it had settled charges that a school district in California misled bond investors about its failure to comply with its continuing disclosure obligations under Rule 15c2-12 of the...more

SEC Provides Guidance to Private Equity on Seller Escrows

The SEC has issued guidance to registered private equity advisers regarding escrow arrangements resulting from the sale of a portfolio company. The guidance revolves around a circumstance involving the sale of a portfolio...more

SEC Staff Issues Guidance on Investment Adviser Proxy Voting Responsibilities and Use of Proxy Advisory Firms

On June 30, 2014, the staff of the Securities and Exchange Commission’s (the “SEC”) Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20, which provides guidance on investment...more

An XBRL Prod from the SEC

The SEC has been noticeably quiet about XBRL compliance since those regulations were adopted in 2009. In July, however, the staff softly prodded this public company sore spot (think: conflicts mineral sore) with a letter...more

SEC Provides New C&DIs on Verifying Accredited Investor Status

In early July, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued several new interpretations (at 255.48-49 and 260.35-38) (C&DI) relating to the verification of “accredited investor” status...more

SEC Releases Guidance on Proxy Voting and Use of Proxy Advisory Firms

On June 30, 2014, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 20 (Bulletin), which clarifies the responsibilities of registered investment advisers when voting client proxies and retaining...more

New Municipal Advisor Rules and Continuing Disclosure Initiative

In an era of increased scrutiny and regulation of the municipal market, the final rules on what constitutes, and the registra- tion of, “municipal advisors”, became effective July 1, 2014. Concurrently, the SEC initiative to...more

SEC Staff Provides Guidance on Summary Section of Mutual Fund Prospectuses

The staff of the SEC’s Division of Investment Management issued IM Guidance Update No. 2014-8 (the “Guidance Update”) to provide guidance based on comments the Division has provided on the information required to be presented...more

SEC Charges Tied to the Lack of An Algorithm

High speed trading and the use of algorithms is a key topic of debate. An investment strategy centered on an algorithm for use in the currency markets is at the center of a settled administrative proceeding filed by the...more

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