Vesting of Options Not a “Purchase” Under Section 16(b)

The vesting of options did not constitute “purchases” under Exchange Act Section 16(b), and according to a 9th Circuit panel, a company officer was therefore not entitled to defer the tax consequences of her option exercises. When the officer was hired, she entered into stock option arrangements involving the right to purchase a fixed number […]

Affiliated Ute Not Applicable to Complaint Based on Misrepresentations

A panel of the Court of Appeals for the District of Columbia Circuit agreed that the Affiliated Ute Citizens of Utah v. U.S. (1971-72 CCH Dec. ¶93,443) reliance presumption was inapplicable. Under the Affiliated Ute presumption, plaintiffs need not show reliance when their fraud claims are grounded in material omissions by the defendants. The appellate […]

7th Circuit Panel Reverses Stay of Request to Inspect Public Documents

A 7th Circuit panel reversed a district court judgment granting a stay of discovery. Bond owners had filed a class action against a Wisconsin city that had issued the bonds after it had defaulted. The owners alleged that the city had violated the federal securities laws by failing to disclose material information about the project […]

SEC Seeks Comment on Study of Extraterritorial Reach of Federal Securities Laws

The SEC has issued a release seeking comments on the extent to which private rights of action under the antifraud provisions of the 1934 Act should be extended to transnational securities fraud. The comments will help assist the SEC in the preparation of a study required by the Dodd-Frank Wall Street Reform and Consumer Protection […]

SEC Removes Credit Rating Agency Exemption From Regulation FD

The SEC has amended Regulation FD to remove an exemption for disclosures made to nationally recognized statistical rating organizations and credit rating agencies for the purpose of determining or monitoring credit ratings (Rel. No. 33-9146, September 29, 2010). The amendment was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The amendment removed […]

Cross Outlines Executive Compensation Rulemaking Calendar in House Testimony

Meredith Cross, the director of the SEC’s Division of Corporation Finance, testified before the House Committee on Financial Services on September 24 about the agency’s plans for implementing the executive compensation provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Committee also heard testimony from officials from the Federal Reserve Board and […]

PCAOB Hosts Roundtable on Communications with Audit Committees

The PCAOB held a roundtable on September 21 to obtain additional insight from investors, audit committee members, auditors and management about communications with audit committees. The Board proposed a new standard on communications with audit committees on March 29, 2010. The standard emphasized the importance of effective two-way communications between the auditor and the audit […]

Commission Issues Guidance on Presentation of Liquidity and Capital Resources Disclosures in MD&A

Cross Outlines Executive Compensation Rulemaking Calendar in House Testimony Meredith Cross, the director of the SEC’s Division of Corporation Finance, testified before the House Committee on Financial Services on September 24 about the agency’s plans for implementing the executive compensation provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Committee also heard […]

Staff Updates Responses to Questions About the Custody Rule

The SEC’s Division of Investment Management has updated responses to questions about the custody rule under the Investment Advisers Act. The new and modified postings are dated September 9, 2010. The staff modified its response relating to whether an adviser has custody if it has the authority to instruct a qualified custodian that maintains a […]