Benefits Update – April 2010

From the editors of CCH’s BENE and BAN products, here are hot topics from recent Employee Benefits Management Directions newsletters as well as recent explanatory updates in Employee Benefits Management. Also included are recent explanatory updates to the Benefits Answers Now product. If you have any comments/suggestions concerning the information provided or the format used, […]

Khuzami Reflects on Past Year as Enforcement Director

Enforcement Director Robert Khuzami reviewed the events of his first year at the SEC in a March 19 speech to the Society of American Business Editors and Writers. Khuzami said the environment has changed significantly since last year when the SEC was the subject of withering criticism in light of the financial crisis and the […]

Adoption of Poison Pill to Protect Net Operating Loss Carryforwards Protected by Business Judgment Rule

In a case involving a profitless company’s fight to preserve valuable net operating loss carryforwards, the board’s adoption of a poison pill to protect the NOLs bestowed on the company by the federal tax code was protected by the business judgment rule. While the value of net operating loss carryforwards is inherently unknowable before they […]

Aguilar Discusses Potential Money Market Fund Reform Measures

Commissioner Luis Aguilar spoke about the possible creation of a systemic risk regulator, self-funding at the SEC and money market funds at the Investment Company Institute’s and Federal Bar Association’s recent conference in Phoenix. He also reviewed rulemaking initiatives the SEC may take up in the future. Aguilar’s remarks are posted on the SEC’s Web […]

En Banc 1st Circuit Rejects SEC Definition of “Making” a Statement

Sitting en banc, a divided First Circuit rejected the SEC’s assertion that a person “made” a statement as used in Rule 10b-5(b) by using or disseminating a statement without regard to its authorship, in the alternative, that securities professionals who directed the offering and sale of shares on behalf of an underwriter impliedly “made” a […]

Claim Alleging Filing of False 13Ds in Creeping Takeover Goes Forward in Delaware Court

An acquiring company stated a claim for common-law fraud against hedge funds that engaged in a creeping takeover of a target company under the cover of allegedly false Section 13 beneficial-ownership filings. In so ruling, the Delaware Chancery Court first decided that it had jurisdiction to provide a common-law fraud remedy for claims arising out […]

SEC Discusses Scope of PSLRA Safe Harbor for Forward-Looking Statements

Invited by a federal appeals court to give its view on the scope of the Private Securities Litigation Reform Act safe harbor for forward-looking statements, the SEC said that statements in the MD&A section of a Form 10-Q were within the scope of the safe harbor since the MD&A is separate and distinct from the […]

Environmental Compliance Update – Marach 2010

Additions to the Environmental Compliance Portfolio During February 2010, over 100 pages of analysis and other materials were added to the Environmental Compliance Portfolio under the following topics: • Air Quality Compliance, • Hazardous Waste Compliance, • Wastewater and Water Quality Compliance, and • Business and the Environment (sustainable development and climate change). Air Quality […]

Benefits Update – March 2010

From the editors of CCH’s BENE and BAN products, here are hot topics from recent Employee Benefits Management Directions newsletters as well as recent explanatory updates in Employee Benefits Management. Also included are recent explanatory updates to the Benefits Answers Now product. If you have any comments/suggestions concerning the information provided or the format used, […]

Amendments to Proxy Rules Offer E-Proxy Flexibility

Amendments to the SEC’s e-proxy rules highlighted a series of measures announced by the Commission to educate investors about proxy voting and to support greater investor participation in corporate elections. The agency also issued an investor alert that provides information related to the recent changes to broker voting rules and the impact of those new […]