Securities Act

...significantly limited the extraterritorial application of Section 10(b) of the Securities Exchange Act of 1934 - the primary antifraud provision of the U.S. ...

...Congress on July 15, 2010, and was signed into law by President Obama on July 21, 2010.1 While the Act primarily relates to reform of business practices of financial institutions, it also contains extensive provisions on executive compensation along with corporate governance matters. ...

...the protection afforded directors will not cover breaches of the duty of loyalty or a failure to act in good faith.8 Threshold Issue In Bankruptcy: ...

...favor of proposals that provide stockholders with the ability to call a stockholder meeting or to act by written consent so long as the proposals will provide substantive rights to the stockholders. ...

...self-dealing," or taking official action to further their own interests while purporting to act in the interests of those owed a fiduciary duty. Courts have already begun to apply the ruling from Skilling v. ...

...other things, has sufficient knowledge to evaluate the transaction and risks, undertakes a duty to act in the best interest of the pension plan, and will provide written representation to the pension plan regarding fair pricing and the appropriateness of the transaction. Determining whether these criteria are met with respect to a pension plan may cause the counterparty to act as a quasi-fiduciary for the plan. ...

...rate. Editor: What regulations were swaps subject to prior to the passage of the Dodd-Frank Act? Magidson: Prior to Dodd-Frank, the primary regulation of OTC derivatives trading was in two areas. ...

...private equity funds will be impacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act, which includes the Private Fund Investment Advisers Registration Act of 2010. ...

...21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. This caps over a year of intense activity by the House and Senate to address the causes of the financial crisis and reform the regulatory system. ...

...bank regulators and the SEC jointly are to prescribe rules requiring securitizers of asset based securities (ABS) to retain an economic interest in the credit risk (generally 5 percent) of any asset transferred/sold/conveyed to a third party through the issuance of an ABS with more disclosure in the securitization process. ...

...in scope and depth since the New Deal. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the legislation) is a sweeping reaction to perceived regulatory failings revealed by the most severe financial crisis since the Great Depression. ...

...defending all kinds of regulatory and criminal matters. The firm has done Foreign Corrupt Practices Act and global compliance work over the years, including internal investigations and advising multinational companies and financial institutions on issues arising under the FCPA and foreign anti-corruption laws. ...

...by our federal courts. They are already overburdened, even more so under the Class Action Fairness Act, which enables removal of many more state court class actions. ...

... Editor: Many of the measures contained in the Senate's Restoring American Financial Stability Act of 2010 and the House's Wall Street Reform and Consumer Protection Act of 2009, currently in conference, have to do with executive compensation. ...

...Division is focusing on that industry for enforcement actions under the Foreign Corrupt Practices Act (FCPA). Assistant Attorney General Lanny A. Breuer began his address at the Tenth Annual Pharmaceutical Regulatory and Compliance Congress and Best Practices Forum by referencing the fact that, according to PhRMA's 2009 Membership survey, close to $100 billion of total sales for PhRMA members was generated outside the United States and that the typical U.S. ...

...terms of legislation, I think the bill that will have the greatest impact is the proposed Fair Pay Act, which has two components of great significance to employers. ...

... The significant exemptions provided in former Rule 10a-1 under the Securities Exchange Act of 1934 and in the SEC staff's related guidance were included in Rule 201. ...

...Commission (SEC) unanimously proposed a new reporting regime for persons whose transactions in NMS securities - together with persons subject to its control - equal or exceed (1) two million shares or $20 million during any calendar day or (2) 20 million shares or $200 million during any calendar month (a "Large Trader"). ...

...guidance on the use of derivatives by funds that are registered under the Investment Company Act of 1940 (Investment Company Act). However, as a result of the increased use of derivatives strategies by funds and the increasing complexity of certain derivatives, some fund industry participants believe that there is a need for the SEC to provide updated and more detailed guidance. ...

...The Bush administration had an evolution in some ways in that they started with the Trade Act of 2002, which gave the administration the authority to negotiate and pass bilateral trade agreements, causing a flurry of activity in rushing to negotiate and pass bilateral free trade agreements. From my perch on the Finance Committee, I perceived these agreements to be increasingly controversial, in part because of a resistance in the Bush administration to take into account growing concerns about globalization, not only just in the Democratic Party, but in the country at large. ...

...released his latest financial regulatory bill, S. 3217, the Restoring American Financial Stability Act ("RAFSA"). Eschewing further bi-partisan negotiations at the time, Dodd forced a Banking Committee mark-up of the bill along a party-line vote one week later. RAFSA builds upon a modified form of the Shareholder Bill of Rights introduced by Senator Charles Schumer (D-NY) last year. ...

...providers and focus on regulatory, Medicaid and Medicare reimbursement issues and False Claims Act litigation. The King & Spalding Health Law and Policy Forum is in its 19th year, and attracted 275 representatives from the healthcare industry. ...

...agency's approval of Round Up Ready Alfalfa was in violation of the National Environmental Policy Act (NEPA), a procedural statute used in environmental cases that requires an agency to go through certain steps in considering the potential environmental impact of an agency action. ...

...approach to the regulation of certain phthalates in the 2008 Consumer Product Safety Improvement Act ("CPSIA"), which authorized the Consumer Product Safety Commission ("CPSC") to regulate certain phthalates at levels resulting in an effective ban. Bisphenol A BPA is a primary component in polycarbonate plastic. ...

...redemption requests may pose risks for the funds. Limitation on Acquisition of Illiquid Securities . A money market fund may not acquire illiquid securities if immediately after the acquisition the fund will have invested more than 5 percent of its total assets in illiquid securities. ...

...("SEC") adopted amendments to Rule 2a-7 ("Amended Rule 2a-7") under the Investment Company Act of 1940 ("ICA"), which governs money market funds.1 The amendments were in response to the market turmoil that affected money market funds commencing in September 2008 after the Lehman Brothers Holdings bankruptcy. ...

...offer and sale of the buyer's shares to target shareholders must be registered under the Securities Act of 1933. If lock-up agreements to tender into the exchange offer are executed before the filing of the registration statement with the SEC, the SEC may object to the filing on the grounds that the lock-ups constitute a private offer by the buyer to the locked-up shareholders, and once an offering has commenced privately it must be completed privately. ...

...Custody Rule The SEC's adoption of amendments to Rule 206(4)-2 under the Investment Advisers Act of 1940 (the "Amended Custody Rule") and related changes to Form ADV will become effective on March 12, 2010. Pooled Investment Vehicles. ...

... In it, the authors discussed two sets of the key provisions of the Foreign Account Tax Compliance Act of 2009 incorporated into the Tax Extenders Act of 2009 (the "Act"): ...

...settlement for certain FCPA violations. In the Matter of NATCO Group Inc. , Securities Exchange Act Release No. 61325, Administrative Proceeding File No. ...

...Reform To quickly recap, H.R. 4173, the Wall Street Reform and Consumer Protection Act, passed the House on December 11, 2009 by a vote of 232-202. ...

...involving both foreign and domestic corporations in relation to the Foreign Corrupt Practices Act. Cook: My Foreign Corrupt Practices Act practice consists of four primary components: ...

...died in the interim. It was against this backdrop that Congress passed the Sarbanes-Oxley Act in 2002 (SOX). The thrust of SOX was to restore integrity to corporate governance and to ensure the investing public that the financial records of publicly traded corporations would accurately reflect the true financial condition of the company. ...

...2009, the Treasury Department delivered to Congress proposed legislation - the Investor Protection Act of 2009 (the "Treasury Legislation") - which is aimed at making the financial system more fair to consumers and investors. ...