David Jenson and I recently presented at the Minnesota CLE’s annual Business Law Institute. Our formal 2011 case and statutory summary can be accessed here and our PowerPoint can be accessed here. We’ve also included our summary from 2010 here. Among other things, they contain plenty of cautionary tales for... Read More
The Dodd-Frank Act was overarching, cumbersome and, from its inception, has created much ongoing regulatory uncertainty. While there are some open issues raised by the JOBS Act, in contrast to the Dodd-Frank Act, it is targeted, succinct and efficient. The fact that President Obama signed the often draconian Dodd-Frank Act... Read More
In keynote remarks given at the PLI Investment Management Institute last week, SEC Commissioner Elisse B. Walter reiterated her support for the “need to protect retail investors seeking investment advice by harmonizing the regulation of investment advisers and broker-dealers” and increased attention to the exam process. In this context, Commissioner Walter discussed two... Read More
Last week the SEC “was persuaded” to extend the compliance date for Dodd-Frank Act’s requirement that registered investment advisers provide their clients with brochure supplements written in plain English. The new compliance dates vary. The Securities Industry and Financial Markets Association and others requested the delay of the extention of the... Read More
The Dodd-Frank Act’s whistleblower protection provisions will go into effect no later than nine months after July 22, 2010. When they do, it will be interesting to see if they result in the exposure of more compliance failures, such as the ones that formed that basis for an enforcement action... Read More
Not surprisingly, FINRA strongly supports the creation of a new self-regulatory organization to enhance the frequency of examinations of investment advisers – one based on the structure FINRA uses to regulate broker-dealers. In recent correspondence from FINRA Chairman and Chief Executive Officer Richard Ketchum to SEC Secretary Elizabeth M. Murphy,... Read More
The Dodd-Frank Act clearly emphasized the need to clarify the ongoing confusion, especially in the eyes of the retail investing public, of the distinctions between broker-dealers and investment advisers. It also authorized SEC rulemaking to establish a fiduciary duty standard for broker-dealers. To add to this mix, yesterday FINRA issued a concept... Read More
Yesterday, as part of its “Say on Pay” rulemaking proposals, the SEC released its proposed rules for disclosure of golden parachute arrangements in the transactional context in which proxies are solicited. The Dodd-Frank Act requires that the SEC promulgate these rules, which are to provide that “all persons making a proxy... Read More
Sarbanes-Oxley requires executives to reimburse their public company employers for bonuses and profits realized from the sale of company stock for the 12 month period following the filing of a false financial report that requires a financial statement restatement. The recent Second Circuit Court of Appeals DHB Industries, Inc. case... Read More
As widely expected and reported earlier at Dodd-Frank and the Law, yesterday President Obama signed the Dodd-Frank Freedom of Information Restoration Amendments, which repealed the Dodd-Frank Act’s provisions that exempted certain records from the Freedom of Information Act’s public disclosure requirements, into law.