August 25, 2010

SEC Amends Proxy Rules to Facilitate Shareholders’ Ability to Include Nominees

The SEC adopted amendments to the proxy rules under the Securities Exchange Act of 1934 (1934 Act) that facilitate shareholder nomination of directors by requiring an investment company (and other companies) to include shareholder nominees in its proxy statement and card relating to the election of directors, provided certain conditions in new Rule 14a-11 under the 1934 Act are met.

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August 24, 2010

SEC Brings Enforcement Action Against Investment Adviser in Connection with PIPE Transactions

The SEC brought an administrative action against Robert T. Harvey, finding, among other things, that Harvey, in connection with the fraudulent offer and sale of $52.7 million of securities to approximately 150 investors, falsely represented that the investors' funds would be used to purchase PIPE investments which were described as "a private investment being converted into a public entity."

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August 20, 2010

SEC and CFTC Hosted Roundtable on Clearing and Listing of Swaps and Security-Based Swaps

The SEC and CFTC staffs held a public roundtable in Washington, D.C. on issues related to governance and conflicts of interest in the clearing and listing of swaps and security-based swaps.The roundtable was designed to assist both agencies in the rulemaking process to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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August 17, 2010

Adviser Fails to Adequately Disclose Sub-Prime Investment Risks

Thompson Consulting, Inc., Kyle J. Thompson, David C. Condie and E. Sherman Warner were enjoined from violations of Sections 17(a)(2) and (3) of the 1933 Act and Section 206(2) of the Advisers Act and required to disgorge $400,000.

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August 16, 2010

SEC Division of Investment Management Andrew J. Donohue Plans to Resign

Andrew J. "Buddy" Donohue will leave the SEC in November, 2011 after serving more than four years as its Director of the Division of Investment Management.

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August 13, 2010

Best Practices for Firms Serving Senior Investors Is Updated by Various Regulators

The SEC, Financial Industry Regulatory Authority (FINRA) and North American Securities Administrators Association (NASAA) updated a joint report that outlines practices being used by financial services firms to strengthen their policies and procedures for serving senior investors as they approach and begin retirement.

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August 13, 2010

SEC Issues No-Action Letter Finding that Company that Owns Certain Royalties Need Not Register as an Investment Company

Royalty Pharma (the “Company”) is primarily engaged in the business of purchasing royalty interests obligating others to pay royalties to the Company representing part of the sales price of specific biopharmaceutical products.   The Company does not hold itself out as, and is not perceived by investors or the marketplace to be, engaged in the business of investing, reinvesting, or trading in securities.

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August 12, 2010

SEC, CFTC Seeking Public Comment on Definitions and Regulation of Mixed Swaps

The SEC and CFTC issued a joint advance notice of proposed rulemaking that requests public comment to assist the agencies in defining certain terms and prescribing regulations regarding "mixed swaps."  The rulemaking is required by Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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