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SEC Eases Pay Ratio Rule

Two pieces of guidance emerged from the Securities and Exchange Commission on September 21, 2017, with respect to the pay ratio rule. The guidance was issued by the Commission and the Commission's Division of Corporation...more

T+2 Settlement Gathers Momentum

FINRA is seeking comment on proposed amendments to FINRA rules shortening the securities settlement cycle to two days. The rulemaking notice cites a September 2015 letter in which SEC Chair White responded to industry groups...more

SEC Publishes 2015 Whistleblower Report

The SEC published its 2015 Annual Report on the Dodd-Frank Whistleblower Program. The report indicates the SEC received 3,923 tips in fiscal year 2015, compared to 3,620 tips in fiscal year 2014. From fiscal year 2012, the...more

SEC Charges Investment Adviser with Cybersecurity Violations

The SEC recently commenced a settled enforcement action against an investment adviser, R.T. Jones Capital Equities Management, Inc., for cybersecurity matters. Press reports indicate this is the first such case of its kind. ...more

SEC Seeking Comment on Possible Revisions to Audit Committee Disclosures

The SEC has issued a concept release to seek public comment regarding audit committee reporting requirements, with a focus on the audit committee’s reporting of its responsibilities with respect to its oversight of the...more

7/7/2015  /  Audit Committee , Compliance , PCAOB , SEC

MSRB Moves Foward Professional Qualification Standards For Municipal Advisors

The Municipal Securities Rulemaking Board, or MSRB, has received approval from the SEC to create baseline standards of professional qualification for municipal advisors. The new standards will be incorporated through...more

3/3/2015  /  MSRB , Municipal Advisers , SEC

NYSE Proposes to Clarify Proxy Solicitation Mechanics

The NYSE proposes to amend Section 402.05 of the Listed Company Manual to clarify that listed companies soliciting proxy material through brokers or other entities must comply with SEC Rule 14a-13. Rule 14a-13 mandates...more

SEC Eases Terms for 5-Day Debt Tender Offers

The SEC recently provided no-action relief for five-day tender offers. The new no-action letter eases requirements in the following areas: - The tender offer must be open for five business days rather than a seven to...more

SDNY Says Whistleblowers Must Report to the SEC

In Berman v. Neo@ogilvy LLC, the Unites States District Court for the Southern District of New York held an employee must report information to the SEC in order to qualify for the anti-retaliation protections afforded by the...more

SEC Describes Profiles of Successful Whistleblowers

In its 2014 Report to Congress on the Dodd-Frank Whistleblower Program, the SEC described the profile of successful whistleblowers. Because the SEC must keep the identity of whistleblowers confidential, it can only describe...more

11/19/2014  /  Dodd-Frank , SEC , Whistleblowers

SEC Charges Private Equity Sponsor for Misallocation of Expenses on Integrated Portfolio Companies

The SEC charged a private equity sponsor with breaching its fiduciary duty to a pair of private equity funds by sharing expenses between a company in one’s portfolio and a company in the other’s portfolio in a manner that...more

SEC Charges Investment Adviser for Misleading Performance Advertising

In a settled action, the SEC charged an investment adviser for false advertising and its chief compliance officer on related matters. The defendants did not admit or deny the charges....more

Whistleblowers Fight Over SEC Award

It was predictable someone would submit a phony whistleblower claim, and I suppose it was predictable there would be a fight over an actual award, like co-workers diving for a share of proceeds from an office pool lottery...more

SEC to Commence Examinations of Municipal Advisors

SEC rules that took effect on July 1, 2014 generally require municipal advisors to register with the SEC through the SEC’s EDGAR system under the final registration process during a four-month phase-in period by October 31,...more

8/21/2014  /  EDGAR , FINRA , MSRB , Municipal Advisers , Registration , SEC

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

Congress and Industry Want Resource Extraction Rules Finalized

In 2013 the United States District Court for the District of Columbia vacated the SEC resource extraction disclosure rules that were mandated by Section 1504 of the Dodd-Frank Act. Fifty-eight Democratic lawmakers have...more

Shareholder Lawsuit About Compensation Plan Derails Annual Meeting

Plaintiffs claim the company, a Delaware corporation, did not count abstentions as “no” votes when the most recent increase in the share reserve was put to the shareholders at a special meeting in February 2013, which as an...more

SEC Discusses Troubling Private Equity Practices

Andrew J. Bowden, Director, SEC Office of Compliance Inspections and Examinations, gave a talk where he discussed troubling practices identified in examinations of private equity advisers. Some of these include...more

SEC Reminds Investment Advisers To Review Compliance Policies Annually

Norm Champ, Director, SEC Division of Investment Management, recently gave a speech where he reminded investment advisers to review compliance policies annually as required by SEC rules....more

5/5/2014  /  Compliance , SEC

Ignore The First Conflict Minerals Filing

Securities lawyers eagerly await the first (or the first few) new filings required by law to learn (and of course copy) from them. So the first conflict minerals filing to hit Edgar last week was eagerly anticipated, and...more

SEC Announcements On Confidential Treatment Requests And Glossy Annual Reports

The SEC Division of Corporation Finance has recently posted two Division Announcements - - As of April 9, 2014, in cases where the SEC staff has determined to grant a request for confidential treatment without...more

SEC Lays Out Road Map On Disclosure Reform

Keith F. Higgins, Director, SEC Division of Corporation Finance, recently laid out the SEC staff’s approach to the much discussed disclosure reform initiative. Highlights are as follows...more

SEC Exam Priorities Include Newly Registered Hedge Fund And Private Equity Advisors

The SEC has announced its examination priorities for 2014, which cover a wide range of issues at financial institutions, including investment advisers and investment companies, broker-dealers, clearing agencies, exchanges and...more

Summary Of Proposed Amendments To Regulation A

On December 18, 2013, the SEC published its proposal to modify Regulation A. The SEC is proposing to expand Regulation A into two tiers: Tier 1, for offerings of up to $5 million; and Tier 2, for offerings of up to $50...more

Nasdaq Proposes Changes To Compensation Committee Independence Requirements

When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more

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