Back in 2005, Associate Director Office of Compliance
Inspection and Examinations of the SEC, Gene Gohlke gave a speech addressing
hedge funds who would soon have to register under the doomed hedge fund rule.
He focused on what the funds needed in...
FCPA enforcement has been marked by the aggressive
approach adopted in recent years by The Department of Justice and the SEC. As
Acting Deputy Assistant Attorney General Greg Andres told a Senate Committee
this week "over approximately the last...
For private fund managers, one troubling aspect of Form
ADV had been the calculation of "assets under management" in item 5.F. If
securities are less than 50% of the portfolio then the portfolio would not be a
Settlement is the critical goal in every claim that
cannot be resolved otherwise. It terminates the open dispute, it provides the
parties with finality, and, perhaps, most importantly, it provides the parties
with repose. After a settlement is final...
With all the interest in the ongoing Galleon/SAC/expert
networks insider trading investigation, this run of the mill scam almost
slipped past. Thankfully this one doesn't involve lawyers - just bad
accountants and traders. The SEC charged a former...
Armed with a new white paper from the Council of
Institutional Investors and the recently released Institutional Shareholder
Services’ 2011 updates for its U.S. Corporate Governance Policy, shareholders
seem well-equipped to tackle a myriad of...
The task of where to begin a full compliance and ethics
program can often times appear quite daunting. Most US companies fully
understand the need to comply with the Foreign Corrupt Practices Act (FCPA).
However most companies are not created out of...
Earlier I had pointed out how a real
estate fund manager could be considered an investment adviser and have to
register with the SEC under the Investment Advisers Act.
In the Proposed
Changes to Form ADV published on November 19, the SEC has made...
The limited liability company has been the entity of
choice for many small businesses, investment partnerships, holding companies,
and others in most US states for many years. For several years, more LLCs have
The government's highly publicized insider trading
investigations took another turn on Monday. Those inquiries, as discussed here , appear to focus on
traders, mutual funds, hedge funds and others who use expert networks. They at
The Deal Prof has a run-down on the Airgas decision . He has it about
The signal this reversal sends is that it basically says
don't worry about the language of your contracts so long as everybody "knows"
what it means. ...
Leaders of the four largest global accounting firms - Ian Powell , chairman of PwC UK, John Connolly , Senior Partner and Chief Executive of
Deloitte's UK firm and Global MD of its international firm, John Griffith-Jones , Chairman of KPMG's...
Insider trading investigations increasingly rely on blue
collar tactics such as FBI raids and the resulting publicity, as well as wired
cooperating witnesses and similar techniques. The high profile raids by dozens
of FBI agents on three hedge funds...
One of the classic statements in a compliance program is
"don't do something if you would be embarrassed to see a story about it on the
front page of the newspaper." Just because something is legal, it does not mean
it's ethical or...
In a Whitepaper entitled " Restoring
Balance-Proposed Amendments to the Foreign Corrupt Practices Act ",
released earlier this month, authors Andrew Wiessmann and Alixandra Smith,
writing on behalf of the US Chamber Institute for Legal Reform...
Moderator: This is the LexisNexis Corporate and Securities Law Community Podcast presentations and interviews with leading attorneys and industry professionals. On this edition Stan Keller of Edwards Angell Palmer & Dodge and Hugh Makens of Warner...
See that there? That's egg on my face. It's
a total victory for Ted Mirvis and Wachtell. The Supreme Court even cited
approvingly to the ABA's form book.
The Supreme Court overturned the Chancery Court,
basically holding that since everyone...
Airgas, Inc. v. Air Products and Chemicals,
Inc., Del. Supr., No. 649, 2010 (Nov. 23, 2010), read
opinion here .
This Delaware Supreme Court opinion determined that the bylaw amendment by
which Air Products attempted to shorten the number of months...
The foreclosure paperwork and processing mess has
been unfolding on the front pages of the nation's news papers for several
weeks now. While the situation has created a lot of uncertainty, the one thing
that seemed probable was that litigation...
Being a fugitive and fighting extradition did not impede
the former chairman and CEO of Comverse Technology, Inc. from settling with the
SEC and, at least in part, the Justice Department. Jacob "Kobi" Alexander, out
on bail in Namibia, settled...
Insider trading involving hedge funds and their expert
advisers is the focus of a probe by the U.S. Attorneys Office for the Southern
District of New York, the FBI and the SEC, according to multiple media sources.
Spokesmen for the USAO and the SEC...
One of the struggles with implementing a compliance
program for a private equity fund is that the Investment Advisers Act is targeted at retail operations
dealing with relatively liquid investments. Neither fits well with the private
equity model of...
High frequency trading is an often discussed topic. In some
instances, the discussion centers on if it gives some traders an unfair
advantage. In others, the talk focuses on its market impact.
Last week, a jury in Manhattan considered issues about...
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...
When the SEC issued its concept release on the U.S. proxy
system, also known as proxy plumbing, in July, it was praised by many corporate
secretaries as a way to update the archaic process used to elect directors and
vote on proxy proposals. It was...