Test Your Knowledge of the Whistleblower Rules – Part II


We received favorable feedback on our article “Test Your Knowledge of the Whistleblower Rules,” so we thought a continuation would be appropriate.  Some specific factual questions and responses are set forth below.   1.         HighTech Corp. read the whistleblower rules carefully and noted that they do not specifically prohibit employees... Read More

Topics: Employment, Public Companies and Securities, Uncategorized

SEC Proposes Rule to Require Ratings Agencies to File Reports Regarding Internal Controls


 The SEC has proposed new rules and amendments intended to increase transparency and improve the integrity of credit ratings.  The proposed rules would implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and enhance the SEC’s existing rules governing credit ratings and Nationally Recognized Statistical Rating... Read More

Topics: Public Companies and Securities, Uncategorized

SEC Official States Compliance Examinations of Registered Advisers to Private Equity Funds Will Consider Conflicts of Interest and Offers Guidance on Use of Expert Networks


In remarks before the IA Watch Annual IA Compliance Best Practices Seminar, Carlo V. di Florio, Director, Office of Compliance Inspections and Examinations, or the OCIE,  of the SEC, offered his views on some matters of import to private equity groups and hedge funds. Private Equity Groups and Conflicts of... Read More

Topics: Investment Advisers, Private Equity, Uncategorized

Span-America Has It Their Way When It Recasts Say-on-Pay Frequency Results


It was bound to happen.  Some of this you cannot make up. Span-America proposed a non-binding frequency proposal of every two years.  The initial 8-K indicated an annual preference (630,375 votes) instead of a biennial preference (607,743). But wait.  An 8-K/A has been filed recasting vote results.  Annual votes  of ... Read More

Topics: Executive Compensation, Public Companies and Securities, Uncategorized

SEC Takes Action Under Dodd-Frank on Credit Ratings


The SEC has recently proposed two rules under the Dodd-Frank Act on credit ratings.  Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires federal agencies to review how existing regulations rely on credit ratings and remove such references from their rules as appropriate. In one rulemaking,... Read More

Topics: Uncategorized