Last week, the Minnesota Department of Commerce announced that it was instituting an examination program for investment advisers. In doing so, Minnesota removes itself from a tiny group of states – the others are New York and Wyoming – that have no investment adviser examinations. The significance of this is... Read More
Companies, like athletes, show business types, and your teenage kids, have been flocking to twitter. Be careful, says Michele N. Anderson, Chief of the Office of Mergers and Acquisitions of the SEC’s Corporation Finance Division. The 140 character limit means there may be no room for required SEC legends, which... Read More
Yesterday, Mary L. Schapiro, Chairperson of the SEC, addressed the National Association of Corporate Directors. She reviewed several recent SEC proxy rules which pre-date Dodd-Frank and gave a timetable regarding future Dodd-Frank rulemaking. Ms. Schapiro called out in particular the new proxy rules requiring disclosure of the factors in a... Read More
Set forth below is a summary of the principal corporate governance and corporate finance provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) for non-financial institutions. Voting by Brokers. Under Section 957 of the Dodd-Frank Act, national securities exchanges are required to... Read More
The Dodd-Frank Act expands the areas in which brokers are prohibited from voting unless they have received specific client instructions. Section 957 of the Act amends the Securities Exchange Act of 1934 to prohibit brokers from voting uninstructed shares on issues related to executive compensation (including the new “say on... Read More
The Dodd-Frank Act contains a number of provisions designed to improve the independence and operations of Compensation Committees. But in doing so, has Congress made it more difficult – if not impossible – for a company’s regular outside law firm to assist its Comp Committee? The Act provides that a... Read More
The Interaction Between Dodd-Frank and Minnesota Regulation of Investment Advisers Before enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following rules applied under the Investment Advisers Act of 1940: The Investment Advisers Act precluded investment advisers with less than $25 million in assets under management from... Read More
The Dodd-Frank Act contains provisions designed to help protect seniors (62 and over) from being victimized by persons who market securities, insurance products, or financial instruments to seniors and who claim to be specially certified to assist seniors in financial matters. The Act requires the newly authorized Office of Financial... Read More