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’s Deputy Chief Accountants Discuss Recent Developments at AICPA Conference

The AICPA’s recent conference on current SEC and PCAOB developments featured a panel of SEC deputy chief accountants, each of whom addressed a number of topics and answered questions from the attendees. Mike Starr, the deputy chief accountant for policy support and market monitoring in the Office of the Chief Accountant, talked about his role […]

News Organization Must Discuss Impact of Compensation Plans

Date: 5/19/10; 6/3/10; 6/10/10 SIC No.: 8200 Subject Filing: Sch. 14A State: DE Accession No. (Staff Letter): 0000000000-10-027926; 0000000000-10-032461 Accession No. (Co. Letter): 0001193125-10-132197 The staff, upon reviewing the Schedule 14A filed by Washington Post Co., inquired regarding the basis for and process engaged in by the company in determining that disclosure under Item 402(s) […]

Panelists Weigh Potential Impact of Dodd-Frank Provisions

As the SEC and CFTC work feverishly to implement the many provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, uncertainty will rule the day, according to Cleary Gottlieb partner and former Corporation Finance Division Director Alan Beller. The uncertainty will hinder the operation of the markets and of major financial institutions, he […]

SEC Provides Guidance for Closed-End Funds Under Section 18(i)

The SEC’s Division of Investment Management has advised Boulder Total Return Fund, Inc., a closed-end management investment company, that the use of the Maryland Control Share Acquisition Act to restrict the ability of certain shareholders to vote “control shares” would be inconsistent with the fundamental requirements of Investment Company Act Section 18(i) that every share […]

PLI Conference Panelists Discuss Auditing and Accounting Developments

Acting PCAOB Chair Daniel Goelzer was among the speakers at the Practising Law Institute’s securities regulation conference who addressed accounting developments of importance to the legal community. Goelzer advised that audit failures did not cause the financial crisis, nor could they have prevented the crisis. He suggested that issuers read the PCAOB’s report on auditing […]

SEC Extends Compliance Date With Reg. SHO Rules 201 and 200(g)

The SEC has extended the compliance date for the amendments to Rules 201 and 200(g) of Regulation SHO to February 28, 2011 to give exchanges additional time to modify their procedures for conducting single-priced opening, reopening and closing transactions for covered securities that have triggered the circuit breaker under Rule 201 (Rel. No. 34-63247, November […]

SEC Proposes Rules on Proxy Voting, Executive Compensation and Golden Parachutes

The SEC is seeking comments by November 18 on rule proposals relating to proxy votes on executive compensation, shareholder approval of executive compensation and golden parachutes (Rel. Nos. 34-63123, 33-9153). The first proposal would require an institutional manager that is subject to 1934 Act Section 13(f) to report annually on how it voted proxies relating […]

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 […]