News & Analysis as of

SEC Adopts Amendments to Money Market Fund Rules

The Securities and Exchange Commission (SEC) today adopted long-awaited and highly anticipated amendments to rules under the Investment Company Act of 1940 (the 1940 Act) governing money market funds. ...more

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...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

Reminder: September 9th Effective Deadline for Issuers and Underwriters to Participate in SEC’s Municipalities Continuing...

If your organization has participated in a municipal bond or other municipal security financing in the past five years, you should be aware of the Securities and Exchange Commission’s (“SEC”) Municipalities Continuing...more

Deadline Approaching for Disclosure of Continuing Disclosure Violations

The Securities and Exchange Commission (the SEC) recently launched its Municipalities Continuing Disclosure Cooperation Initiative (the MCDC Initiative). Obligated persons (including issuers and conduit borrowers) and...more

Can You Raise Money From Investors Who Are Not “Accredited Investors”?

A question I receive frequently from entrepreneurs raising capital for the first time is whether they can raise money from people who do not meet the SEC definition of “accredited investors.” The easy answers are “you...more

SEC: The New Cyber-Cop

It seems scarcely a week goes by without a headline blaring news of a major cybersecurity breach. And with ongoing revelations about the data-tracking activities of the National Security Agency, the public isn’t growing less...more

Director of SEC’s Division of Investment Management Discusses Alternative Mutual Funds

In a speech presented to the Practicing Law Institute’s Private Equity Forum on June 30, 2014, Norm Champ, Director of the SEC’s Division of Investment Management (the “Division”), discussed the rise of open-end mutual funds...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

Private Equity: The Next Wave of SEC Enforcement Actions?

Ever since the Dodd-Frank Wall Street Reform and Consumer Protection Act required many investment advisers to private equity funds to register with the SEC for the first time, fund managers knew that additional scrutiny might...more

First Issuer MCDC SEC Settlement Announced

On July 8, 2014, the U.S. Securities and Exchange Commission announced that it has entered into a settlement order with Kings Canyon Joint Unified School District (Kings Canyon)—the first settlement with an issuer under the...more

SEC Issues First MCDC Cease and Desist Order

Yesterday, the Securities and Exchange Commission (SEC) announced its first cease and desist order under its Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative). The MCDC Initiative was introduced on...more

Two Observations From the SEC’s First Settlement Under its Municipalities Continuing Disclosure Cooperation Initiative

Just yesterday, the SEC announced its first settlement pursuant to its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. ... Here are two observations on this settlement that could shed some light on...more

SEC’s First Action Under the Municipalities Continuing Disclosure Cooperation Initiative

The SEC settled its first action under the Municipalities Continuing Disclosure Cooperation Initiative, launched on March 10, 2014. Under the Initiative the Enforcement Division agreed to recommend settlement on favorable,...more

When Should You Disclose an SEC Investigation?

SEC investigations have become more common in recent years as the still relatively new Chair, Mary Jo White, and others have focused resources and attention on enforcement. It is now well established that there is no...more

Municipalities Continuing Disclosure Cooperation Initiative (MCDC)

We want to make you aware of a new Securities and Exchange Commission enforcement initiative that impacts issuers of municipal bonds or other governmental securities or other persons obligated to provide secondary market...more

SEC Issues Guidance Regarding Enhanced Mutual Fund Disclosure

On June 26, 2014, the staff of the SEC’s Division of Investment Management issued guidance related to mutual fund disclosure enhancements adopted in 2009. The guidance is based on comments the staff has provided to a number...more

Securities and Governance Update

In December 2013, the staff of the SEC’s Division of Corporation Finance (Corp Fin) issued its report on the Review of Disclosure Requirements in Regulation S-K (the S-K Study). As we noted in a previous publication, though...more

SEC Staff Warns Against “Disclosure Creep”

The staff of the SEC’s Division of Investment Management warned against “disclosure creep” invading fund prospectuses in regulatory guidance posted in June 2014....more

Structured Thoughts: Volume 5, Issue 5 - June 25, 2014

In This Issue: - The 1996 Morgan Stanley Letter: Re-imagined at the Age of 18 - Structured CDs – Goodbye Regulation DD, Hello Regulation DD - FCA Issues Fine in Relation to Structured Product...more

Underwriters, Universities and Government Debt Issuers Face a Critical Deadline [Video]

Join Pepper Hamilton in a special webinar examining the latest developments in the U.S. Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative), including what...more

H.R. 4842: New Bill Calls for Transparency on Trafficking and Slavery in Corporate Supply Chains

On June 11, Representative Carolyn Maloney (D-NY) introduced H.R. 4842, the Business Supply Chain Transparency on Trafficking and Slavery Act of 2014. The bill, if passed, would require companies to file annual reports with...more

Corporate and Financial Weekly Digest - Volume IX, Issue 25

In this issue: - Delaware Court of Chancery Rules That a Major Debt Holder and 48 Percent Stockholder Is a Controlling Stockholder and Owes Fiduciary Duties to Minority Stockholders - Delaware Court of Chancery...more

SEC Municipalities Continuing Disclosure Cooperation Initiative Update

Issuers and underwriters of municipal securities have been provided an opportunity by the U.S. Securities and Exchange Commission (the “SEC”) to self-report violations of the federal securities laws relating to...more

Corporate Communicator - Summer 2014

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) added Section 13(p) to the Securities Exchange Act of 1934, as amended (the Exchange Act), mandating that the SEC adopt regulations relating...more

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