Securities

Hanson Talks About PCAOB Actions That May Affect Compliance Officers

PCAOB member Jay Hanson talked about advances in technology and the aftermath of the financial crisis in remarks at a May 23, 2011 Compliance Week conference. He said that changes in technology and business models have made it very difficult to understand today’s transactions and products. Valuing those products is hard for both issuers and […]

SEC Adopts Whistleblower Program Rules, Proposes Reg. D “Bad Actor” Disqualification

In a 3-to-2 vote, the Commission yesterday adopted rules and forms to implement the whistleblower program under which it will pay eligible individuals for providing evidence of securities law violations that leads to a successful enforcement action. SEC Chair Mary Schapiro noted that the staff had to address a number of tough policy issues in […]

SEC Officials Discuss General Solicitation Ban and 500-Shareholder Limit at Hearing on Capital Formation

Chair Mary Schapiro, in testimony before the House Oversight and Government Reform Committee, advised that the Commission is committed to seeing if the 500-shareholder limit which triggers an issuer’s periodic filing obligation still makes sense. The SEC intends to do a thorough and rigorous analysis of the threshold, which she said will require the gathering […]

House Oversight Chairs Introduce Legislation to Extend Deadline for SEC-CFTC Implementation of Dodd-Frank

The four House oversight chairs of the SEC and CFTC and the nation’s derivatives markets have introduced legislation extending for 18 months the deadline for regulatory implementation of the derivative provisions of the Dodd-Frank Act. The legislation is designed to give the SEC and CFTC more time to meet the objectives of the derivatives title, […]

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 […]

House Oversight Chairs Introduce Legislation to Extend Deadline for SEC-CFTC Implementation of Dodd-Frank

The four House oversight chairs of the SEC and CFTC and the nation’s derivatives markets have introduced legislation extending for 18 months the deadline for regulatory implementation of the derivative provisions of the Dodd-Frank Act. The legislation is designed to give the SEC and CFTC more time to meet the objectives of the derivatives title, […]

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 […]

Senators Urge SEC to Prohibit Executive Hedging as Part of Dodd-Frank Incentive Compensation Regulations

Three U.S. senators urged the SEC prohibit highly-paid corporate executives from hedging in any way on their own incentive-based compensation arrangements as part of the regulations to implement the Dodd-Frank Act. Senators Robert Menendez (D-NJ), Frank Lautenberg (D-NJ) and Jeff Merkley (D-OR) said the use of hedging by corporate executives of their own compensation arrangements […]

Pharmaceutical Company Asked to Disclose Drug Co-Pay Subsidies and Patient Assistance Programs

Amgen Inc. Date: 7/28/10; 8/10/10; 8/11/10 SIC No.: 2836 Subject Filing: 10-Q State: DE Accession No. (Staff Letter): 0000000000-10-042726; 0000000000-10-045857 Accession No. (Co. Letter): 0001193125-10-184707 The staff, upon reviewing Amgen Inc.’s Form 10-Q, asked the company why it did not include disclosure regarding drug co-pay assistance and other patient assistance programs. The staff noted that […]

Senators Urge SEC to Prohibit Executive Hedging as Part of Dodd-Frank Incentive Compensation Regulations

Three U.S. senators urged the SEC prohibit highly-paid corporate executives from hedging in any way on their own incentive-based compensation arrangements as part of the regulations to implement the Dodd-Frank Act. Senators Robert Menendez (D-NJ), Frank Lautenberg (D-NJ) and Jeff Merkley (D-OR) said the use of hedging by corporate executives of their own compensation arrangements […]