Securities

Recent Posts

Private Investment Funds and Reporting Requirements Under the Ethics Code Rule
Posted on 23 Jun 2010 by Doug Cornelius

As I wrote about yesterday on the code of ethics for an investment adviser , one of the requirements of registering with SEC as an investment adviser is implementing a code of ethics. The most involved part of the code is the extensive reporting requirement... Read More

The SEC and Rating Agencies
Posted on 11 Oct 2011 by Doug Cornelius

The SEC examined all 10 firms registered Nationally Recognized Statistical Rating Organization (.pdf 23 pages) and found all 10 had "apparent failures". The SEC has requested remediation plans from each of the agencies within 30 days and... Read More

The Commissioners Speak at “SEC Speaks”
Posted on 28 Feb 2012 by Thomas O. Gorman

Each year at the program "SEC Speaks," the Commission's and staff gather to discuss recent events at the agency and future directions. Comments by the Commissioners this year recapped past events and raised important issues for future... Read More

The SEC Overhaul
Posted on 8 Sep 2011 by Doug Cornelius

On July 11, 2011, the President issued Executive Order 13579 , "Regulation and Independent Regulatory Agencies," which states that independent regulatory agencies should promote the goals set forth in Executive Order 13563 of January 18,... Read More

Securities and Exchange Commission Staff Urges More Tailored Derivatives-Related Disclosures by Investment Companies
Posted on 6 Aug 2010 by Sutherland Asbill & Brennan LLP

by Marguerite C. Bateman Late last Friday, the staff of the Securities and Exchange Commission (SEC) issued guidance on disclosures relating to investments in derivatives by investment companies. In a letter to the Investment Company Institute (ICI... Read More

This Week in Securities Litigation (June 11, 2010)
Posted on 11 Jun 2010 by Thomas O. Gorman

Dell, Inc. filed a 10-KA late on Thursday reporting that it has revised the financial results previously reported to record a $100 million liability for a potential settlement of an SEC investigation. While the filing did not provide the terms of any... Read More

Court Tosses Madoff Investors' Lawsuit Against SEC
Posted on 12 Apr 2013 by Jordan D. Maglich

Despite the 'regrettable inaction' by the Securities and Exchange Commission ("SEC") in failing to detect Bernard Madoff's historic $65 billion Ponzi scheme, a federal appeals court ruled that those victimized by Madoff's... Read More

The Impact Of Cooperation
Posted on 28 Jul 2010 by Thomas O. Gorman

Cooperation can have a significant impact on the outcome of an enforcement action for the company and its executives. The Seaboard Release in 2001, regarding corporate charging and cooperation principles, for example offers the prospect of no charges... Read More

Legislation to Revamp the SEC
Posted on 19 Sep 2011 by Thomas O. Gorman

Two legislative proposals which would reorganize the SEC and impact the manner in which regulations are enacted are pending before the House Financial Services Committee. These proposals were considered at a hearing last week entitled "Fixing... Read More

This Week in Securities Litigation (June 25, 2010)
Posted on 25 Jun 2010 by Thomas O. Gorman

The Supreme Court handed down two significant rulings as the week came to a close. In one, it rejected constitutional challenges to the honest services fraud statute which is frequently used in white collar prosecutions. In a second, the High Court... Read More

Commissioner Aguilar Details Guiding Principles for the SEC
Posted on 20 Oct 2010 by Thomas O. Gorman

As the SEC continues to implement the Dodd-Frank Act, Commissioner Luis Aguilar outlined five key principles to guide the deliberations and actions of the agency. "An Insider's View of the SEC: Principles to Guide Reform," available ... Read More

Proposed Changes to Form ADV
Posted on 22 Nov 2010 by Doug Cornelius

The SEC has released its proposed changes to Form ADV to better deal with private fund registration and the exempt, but reporting required of venture capital funds: Release No. IA-3110 The Securities and Exchange Commission is proposing new rules... Read More

Summary of Recent Amendments to SEC Rule 15c2-12
Posted on 9 Jun 2010 by GreenbergTraurig

by Halle R. Alexander, Bruce H. Giles-Klein, and John Overdorff of Greenberg Traurig On May 26, the Securities and Exchange Commission (SEC) unanimously approved amendments to its Rule 15c2-12 that will expand the continuing disclosure obligations... Read More

More Information on Part 2 of Form ADV
Posted on 24 Mar 2011 by Doug Cornelius

In October 2010, the Securities and Exchange Commission created a new Part 2 for Form ADV. Instead of filling in blanks, investment advisers need to create a brochure for delivery to clients and prospective clients. For fund managers getting ready... Read More

Where Will the New Administration Take the SEC?
Posted on 20 May 2013 by Thomas O. Gorman

While the SEC Chair is battling Congress to secure a budget which approaches $2 billion the number of cases being brought by the enforcement program is dwindling. Regardless of what budget Congress actually gives the agency, a critical question will... Read More

  • Blog Post: Summary of Recent Amendments to SEC Rule 15c2-12

    by Halle R. Alexander, Bruce H. Giles-Klein, and John Overdorff of Greenberg Traurig On May 26, the Securities and Exchange Commission (SEC) unanimously approved amendments to its Rule 15c2-12 that will expand the continuing disclosure obligations of issuers of municipal securities. The amendments...
  • Blog Post: This Week in Securities Litigation (June 11, 2010)

    Dell, Inc. filed a 10-KA late on Thursday reporting that it has revised the financial results previously reported to record a $100 million liability for a potential settlement of an SEC investigation. While the filing did not provide the terms of any settlement, Bloomberg reports that CEO Michael...
  • Blog Post: Free WebCast Featuring Harvey Pitt, Former SEC Chairman, June 30, 12 PM ET

    Martindale-Hubbell will host a one-hour interactive webcast on June 30 (12 PM ET) featuring Harvey Pitt, former chairman of the Securities and Exchange Commission, and current CEO, Kalorama Partners, LLC, discussing Life of the Lawyer in Current Markets: Anticipating Your Client's Next Crisis . Topics...
  • Blog Post: It Will Be Up to the SEC to Define Venture Capital

    With the financial reform bill set to eliminate the 15 client rule exemption for registration under the Investment Advisers Act, the only remaining exemption for fund companies with over $150 million in assets under management will be for venture capital. The Congressional conference decided to not...
  • Blog Post: Private Investment Funds and Reporting Requirements Under the Ethics Code Rule

    As I wrote about yesterday on the code of ethics for an investment adviser , one of the requirements of registering with SEC as an investment adviser is implementing a code of ethics. The most involved part of the code is the extensive reporting requirement on securities activities to the chief compliance...
  • Blog Post: This Week in Securities Litigation (June 25, 2010)

    The Supreme Court handed down two significant rulings as the week came to a close. In one, it rejected constitutional challenges to the honest services fraud statute which is frequently used in white collar prosecutions. In a second, the High Court rejected the Second Circuit's so-called "foreign...
  • Blog Post: The Impact Of Cooperation

    Cooperation can have a significant impact on the outcome of an enforcement action for the company and its executives. The Seaboard Release in 2001, regarding corporate charging and cooperation principles, for example offers the prospect of no charges or reduced sanctions in exchange for cooperation...
  • Blog Post: Sutherland Alert: Proxy Plumbing: SEC Considers Extensive Renovation Job to the Proxy System

    On July 14, 2010, the Securities and Exchange Commission (SEC) voted unanimously to issue a concept release seeking public comments on a variety of facets of the U.S. proxy system. Termed "proxy plumbing" because of the extensive nature of its review, the concept release covers the accuracy...
  • Blog Post: Securities and Exchange Commission Staff Urges More Tailored Derivatives-Related Disclosures by Investment Companies

    by Marguerite C. Bateman Late last Friday, the staff of the Securities and Exchange Commission (SEC) issued guidance on disclosures relating to investments in derivatives by investment companies. In a letter to the Investment Company Institute (ICI), the SEC staff shared observations from its ongoing...
  • Blog Post: The SEC’s Busy Rule-Making Agenda for Implementation of Dodd-Frank

    In many instances, the Dodd-Frank Wall Street Reform and Consumer Protection Act merely set a framework for financial reform and left much of the heavy lifting to the financial regulatory agencies. The SEC published their agenda for the implementation of Dodd-Frank . It is a long list. Compliance...
  • Blog Post: Commissioner Aguilar Details Guiding Principles for the SEC

    As the SEC continues to implement the Dodd-Frank Act, Commissioner Luis Aguilar outlined five key principles to guide the deliberations and actions of the agency. "An Insider's View of the SEC: Principles to Guide Reform," available here . Principle one : Investor protections should...
  • Blog Post: Securities and Exchange Commission’s FY 2010 Performance and Accountability Report

    In June 2010, the SEC approved a new strategic plan for its fiscal years 2010 - FY 2015 . The plan set out the agency's mission, vision, values, and strategic goals. It also had a detailed list the outcomes the SEC wanted to achieve and the performance measures that will be used to gauge the...
  • Blog Post: Proposed Changes to Form ADV

    The SEC has released its proposed changes to Form ADV to better deal with private fund registration and the exempt, but reporting required of venture capital funds: Release No. IA-3110 The Securities and Exchange Commission is proposing new rules and rule amendments under the Investment Advisers...
  • Blog Post: The SEC Defines Venture Capital

    The SEC is moving much faster in releasing proposed rules after the SEC Open Meetings. After Friday morning's open meeting discussing the exemption from registration for venture capital funds, the SEC has released the full text of the proposed rule merely several hours later. I have been waiting...
  • Blog Post: Sutherland Alert: CFTC Issues Sixth Series of Proposed Rules Under Dodd-Frank Including Rules to Further Define Swap Entities December 2, 2010

    by The Sutherland Regulatory Reform Task Force Team The Commodity Futures Trading Commission (CFTC) issued its sixth series of proposed rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) at an open meeting held yesterday, Wednesday, December 1, 2010. The proposed...
  • Blog Post: More Information on Part 2 of Form ADV

    In October 2010, the Securities and Exchange Commission created a new Part 2 for Form ADV. Instead of filling in blanks, investment advisers need to create a brochure for delivery to clients and prospective clients. For fund managers getting ready to register, that means writing a brochure, not just...
  • Blog Post: The SEC Overhaul

    On July 11, 2011, the President issued Executive Order 13579 , "Regulation and Independent Regulatory Agencies," which states that independent regulatory agencies should promote the goals set forth in Executive Order 13563 of January 18, 2011 that applies to executive agencies. He is asking...
  • Blog Post: Shut the SEC and Start Over

    I was particularly interested in William D. Cohan's recent piece for Bloomberg, " Big Reason to Shut SEC, Start Over. " Certainly, recent reports show the SEC to be less than effective regulators of Wall Street -- whether it's lazy, inept or worse -- but the agency has been problematic...
  • Blog Post: Legislation to Revamp the SEC

    Two legislative proposals which would reorganize the SEC and impact the manner in which regulations are enacted are pending before the House Financial Services Committee. These proposals were considered at a hearing last week entitled "Fixing the Watchdog: Legislative Proposals to Improve and...
  • Blog Post: The Echoes of Madoff at the SEC

    The Madoff scandal is one of the low points in the history of the Securities and Exchange Commission. Every Congressional hearing or SEC-basher inevitably uses the failure to catch Madoff as evidence of the ineffectiveness of the SEC. In a continuing journey down the rabbit hole, the SEC's...
  • Blog Post: The SEC and Rating Agencies

    The SEC examined all 10 firms registered Nationally Recognized Statistical Rating Organization (.pdf 23 pages) and found all 10 had "apparent failures". The SEC has requested remediation plans from each of the agencies within 30 days and is continuing its investigation. The issues found...
  • Blog Post: Cadwalader Clients & Friends Memo: The SEC Approves Final Version of Form PF

    The Securities and Exchange Commission (the " SEC ") held an open meeting on Wednesday, October 26, 2011, regarding the adoption of a rule requiring certain registered investment advisers to hedge funds and other private funds to report information on Form PF for use by the Financial Stability...
  • Blog Post: The Commissioners Speak at “SEC Speaks”

    Each year at the program "SEC Speaks," the Commission's and staff gather to discuss recent events at the agency and future directions. Comments by the Commissioners this year recapped past events and raised important issues for future discussion. Chairman Schapiro reviewed recent...
  • Blog Post: The SEC’S New Approach to Economic Analysis in Rule Writing

    Economic analysis in rule making has become a critical issue for the SEC. The D.C. Circuit has rejected two Commission rules in recent years, expressing concern about the level of analysis. The Office of the Inspector General issued a report earlier this year which considers cost benefit analysis...
  • Blog Post: SEC - Where is the Public Good?

    Jesse Eisinger posted a very good piece on the SEC and ratings agencies today ( SEC keeps the Ratings Game Rigged ). He writes about the Egan-Jones case, "This is your S.E.C., folks. It courageously assails tiny firms, and at the pace of a three-toed sloth. And when it goes after its prey, it's...