The Securities Regulation Committee reviews new U.S. and international proposals and developments concerning securities regulation, informs members of significant developments in these areas and advocates positions through the preparation and submission of comment letters and articles regarding securities regulation of companies. It also monitors and comments on developments regarding: the securities and investment adviser industries, corporate governance , financial reporting and financial market regulations.
The Committee on Securities Regulation is composed of members of the New York State Bar Association, a principal part of whose practice is in securities regulation. The Committee includes lawyers in private practice and corporation law departments, as well as lawyers serving in New York State government agencies.
Our Committee meets one evening each month for approximately 2-2½ hours, during which time we have presentations by members and guest speakers covering a variety of topics under both federal and state securities laws. We also participate in the preparation of comment letters on New York State legislative proposals, rule proposals of the United States Securities and Exchange Commission and proposals of administrative agencies such as FINRA.
Committee Activity in Review
As published in the NY Business Law Journal
SUMMER 2018NY BUSINESS LAW JOURNALBANKRUPTCY LAW COMMITTEE
The Securities Regulation Committee maintains an active schedule of regular meetings. • February: A panel consisting of John Narducci and Stephen Lessard from Orrick, Herrington & Sutcliffe LLP, David Simcha of EisnerAmper and Jill Grossman and Spiro Dorizas, each of Grant Thornton, discussed certain consequences of the Tax Cut and Jobs Act for corporations and pass-through entities, including investment funds and hedge funds. Additionally, at a meeting of the Private Investment Funds Subcommittee, Jennifer Duggins, Co-Chair of the Private Funds Unit of the SEC’s Office of Compliance and Examinations, discussed SEC priorities, and Gail Bernstein, General Counsel of the Investment Adviser Association, discussed anticipated legislative, legal, regulatory and compliance developments and what investment advisers may expect in 2018.
• April: Paul Dudek of Latham and Watkins and Walter Van Dorn of Dentons discussed Regulation S offerings. Richard Farley of Kramer Levin addressed recent changes to NYSE rules that facilitate the ability of companies to list without an IPO. In addition, Richmond Glasgow of Skadden, Arps presented a securities law basics lecture at the Business Law Bridge the Gap program.
• May: The Committee and the Private Investment Funds Subcommittee held a joint program led by Laura Grossman and Sanjay Lamba from the Investment Adviser Association, which addressed regulatory activities affecting investment advisors. In addition, the Committee submitted a comment letter to FINRA on proposed FINRA Rule 3290.
• June: Daniel Silver of Clifford Chance discussed the EU’s recently implemented General Data Protection Regulation, including its extraterritorial application to U.S. entities and its impact on fund managers. Doug Yatter, Steve Wink and Ashley Weeks of Latham & Watkins addressed ICOs and cryptocurrency regulation and enforcement.
We are also currently scheduling additional programs for the remainder of the year, and always welcome suggestions and requests from the members.
– Anastasia Rockas, Chair
WINTER 2017NY BUSINESS LAW JOURNALBANKRUPTCY LAW COMMITTEE
The Committee has had a busy and productive Fall schedule. In September, Richard Grossman and Gabrielle Wolf of Skadden, Arps, Slate, Meagher & Flom LLP presented on “Shareholder Activism: What Public Companies Need to Know,” and Anna Pinedo of Morrison & Foerster discussed “The Securities and Exchange Commission and a Fiduciary Standard” (the SEC’s original charge under Dodd-Frank to consider the standard of care applicable to broker-dealers, a study on the topic by the SEC, recent statements by SEC representatives regarding the Department of Labor Fiduciary Rule and actions we might anticipate). In October, Committee Chair Anastasia Rockas moderated a program on “Securities Regulation, Deregulation and Enforcement” at the NYSBA Business Law Section Fall Meeting on “Financial Regulation and Deregulation: What’s Next.” The panelists were Robert Colby, Chief Legal Officer, Financial Industry Regulatory Authority (FINRA); Katherine Milgram, Chief, Investor Protection Bureau, Office of the New York State Attorney General; and Daniel S. Kahl, the Associate Director and Chief Counsel for the Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission (SEC).
In November, the Committee hosted a great panel on “Blockchain, Tokens and Smart Contracts: Recent Legal Developments.” The panel consisted of Stuart Levi from Skadden, Matthew O’Toole from Potter Anderson & Corroon LLP, and Dan Kahan from Morrison & Foerster LLP. Committee member Edward Eisert of Orrick, Herrington & Sutcliffe moderated the panel. Additionally, the Private Investment Funds Subcommittee held a program entitled “Countdown to MIFID.” Speakers included Joe Morrissey of Seward & Kissel and Dale Gabbert of Simmons & Simmons.
In December, a group from Ballard Spahr presented an update on AML obligations of broker dealers.
At this writing, the Committee has scheduled a session in January, at which litigators from Skadden will be presenting a program on recent securities litigation and regulatory enforcement updates. We are also currently scheduling additional programs for the remainder of the year, including new updates on Regulation A+ and the DOT’s recommendations for capital markets, among others, and we always welcome suggestions and requests from the members.
– Anastasia Rockas, Chair- Kelley Basham, Secretary
summer 2017NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
At the Spring Meeting of the Section, the Committee and its Private Investment Funds Subcommittee co-hosted a program related to FCPA enforcement matters and gift and entertainment restrictions and other related current topics. Speakers included Alison Conn, Attorney- Adviser in the New York Regional Office of the Securities & Exchange Commission; Scott Black, General Counsel and Chief Compliance Officer at Hudson Bay Capital Management LP; Tram Nguyen, Partner in the Investment Management Practice of Paul Hastings LLP; and John Nowak, Partner in the Investigations and White Collar Defense practice at Paul Hastings LLP.
Other recent topics covered at Securities Regulation Committee Meetings this year included: in January, Skadden litigation partners Susan Saltzstein and Joseph Sacca and Skadden litigation counsel Jeffrey Geier and William O’Brien presented on 2016’s most significant securities litigation decisions; in February, Willkie Farr & Gallagher LLP partner James R. Burns discussed the SEC’s National Market System Plan Governing the Consolidated Audit Trail, and David R. Lallouz and Michael J. Riela, both partners at Tannenbaum Helpern Syracuse & Hirschtritt LLP, discussed the NY State Department of Financial Services Cybersecurity Regulation; in March, Columbia Law Professor Jeffrey Gordon, and Frederick Alexander, head of Legal Policy at B Lab and counsel at Morris Nichols Arsht & Tunnell, discussed dual class stock issues, while Lee Schneider and Lilya Tessler of Debevoise & Plimpton addressed recent business and regulatory developments in the FinTech industry; in April, Wachtell, Lipton, Rosen & Katz partner David Katz discussed board diversity & Katz partner David Katz discussed board diversity and corporate governance issues, Goodwin Procter LLP partner Peter LaVigne discussed the FINRA Regulatory Notice 17-06 proposal to amend Rule 2210 (Communications Rules), and Jenner & Block partner Stephen Ascher discussed the resolution of the Salman v. U.S. case.
At the time this issue went to press, Morrison and Foerster partners Anna Pinedo and Lloyd Harmetz were scheduled to discuss “All things FINRA” (including proposed updates to the Corporate Financing Rules, Desk Commentary Safe Harbor, Capital Formation Related Rules, Family Office Interpretation of FINRA 5131 and Social Media) on June 20; and Sheelah Kolhatkar, the author of “Black Edge”, was scheduled to present to the Committee in July.
– Anastasia Rockas, Chair
Winter 2016NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
The Securities Regulation Committee has heard from a number of great speakers in the fall and winter of 2016. In September, Troy A. Paredes, former SEC Commissioner and founder of Paredes Strategies LLC, discussed the current progress of the SEC’s Disclosure Effectiveness Initiative. Additionally, Drinker Biddle & Reath LLP partner and former counsel and senior adviser to SEC Commissioner Luis A. Aguilar, Marc A. Leaf, and associate Robert T. Esposito, provided an overview of Regulation Crowd-funding, including an analysis of recent offerings and tips for those thinking of entering the space. In October, Kirk-land & Ellis LLP partners Timothy Cruickshank and Brian Hecht discussed SEC scrutiny of non-GAAP ﬁnancial measure disclosures, and Latham & Watkins LLP partner Douglas Yatter, and associate Ashley Weeks, discussed the evolution of the CFTC and SEC whistleblower programs. In November, Stephen Ascher, co-chair of the Securities Litigation and Enforcement Practice at Jenner & Block, and Michael Stewart, an associate in Jenner & Block’s litigation department, discussed insider trading and the U.S. v. Salman case, recently decided by the U.S. Supreme Court. Additionally, Yaﬁt Cohn, a senior associate in the Public Company Advisory Practice of Simpson Thacher & Bartlett LLP, discussed the 2016 proxy season. In Decem-ber, Knute Salhus, Co-Chair, Public Company Counseling Group at WilmerHale, and associate Sarah Sellers, will provide a training on 8-K issues and considerations, and in January, attorneys from Skadden, Arps, Slate, Meagher & Flom LLP will provide an update on recent securities litigation and regulatory enforcement matters.
– Anastasia T. Rockas, Chair
summer 2016NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
The Securities Regulation Committee is made up of lawyers practicing in the areas of state and federal securities laws, including securities registration, securities and Investment Company Act exemptions, broker-dealer and investment adviser regulation, and related areas, such as the Municipal Advisor Rules. The Chair of the Commit-tee is Anastasia Rockas and the Program Chair is Kelly Basham. The past Chair, Peter LaVigne, completed his three-year term in June.
On January 27, in connection with the Bar Association’s Annual Meeting in New York City, the Securities Regulation Committee and Corporations Law Committee offered a panel discussion on “Corporate and Securities Law Developments: The Year in Review,” with presentations by Peter LaVigne and Anastasia Rockas along with Jeff Bagner and Richard DeRose of the Corporations Law Committee.
The Securities Regulation Committee holds monthly dinner meetings, generally on the third Wednesday of every month. During 2016 speakers have presented on the following topics, among others:
- “A Guide to Preparing Clients for Effective Cyber-security”
- “The Power to Investigate Carries With It the Power to Defame and Destroy’: SEC v. Caledonian Bank”
- Updates on proxy access, executive compensation regulation and trends and tactics in shareholder activism
- FINRA developments
- “Why Recent Criticisms of SEC Enforcement Efforts Are Unfair”
- “Ethically Advising Clients in Regulatory Matters: Hypotheticals Under Section 1.2(d) of the Rules of Professional Conduct.”
The Committee also has a Subcommittee on Private Investment Funds, which generally meets every three months with substantive meetings for CLE credit on various regulatory and other topics relevant to private investment fund lawyers. Recent topics at Subcommittee meetings include SEC Examinations of Investment Advisers, Delaware Partnership and Limited Liability Company Fiduciary and Other Issues, and Crisis Management for Investment Advisers. Linda Smith will be continuing and Kristine Koren will be joining her as the Co-Chairs of the Subcommittee. Anastasia Rockas was the founding Chair and Linda Smith was the founding Vice-Chairof the Subcommittee.
Committee and Subcommittee meetings provide a good opportunity for experienced and less experienced attorneys to get together to discuss new developments in the law and to revisit established law. Committee and Subcommittee membership is open to any member of the Business Law Section.
– Peter LaVigne, Chair
WINTER 2015 NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
The Securities Regulation Committee meets monthly, except during August, generally on the third Wednesday of the month. The January meeting is held in connection with the Annual Meeting, and the first regular meeting of 2016 will be on February 17. Meetings begin at 6:30 with cocktails and dinner and include two hours of presentations, usually for CLE credit. Topics span the spectrum of securities law practice, including securities exemptions, securities registration and financial reporting, investment company registration and investment adviser and brokerdealer regulation, and provide updates on new developments as well as new insights on more established rules. Recent topics have included: the new Regulation A+ amendments; crowdfunding and funding portals; the proposed SEC rule on executive pay clawbacks mandated by the Dodd-Frank Act; operational challenges to the proposed best interest contract exemption to the DOL’s fiduciary standard; the Citizen VC no-action letter and procedures for the conduct of online offerings by issuers without general solicitation; and Regulation S revisited. The Private Investment Funds Subcommittee, chaired by Anastasia Rockas of Skadden Arps, also has periodic meetings with presentations by invited guests. The November 10 topic was the SEC’s recent scrutiny of conflicts of interest, featuring Troy Paredes, former SEC Commissioner and founder of Paredes Strategies LLC, and Tram Nguyen, partner at Stroock & Stroock & Lavan and former Chief of the Private Funds branch of the SEC’s Division of Investment Management. Both the Committee and Subcommittee submit comment letters on rulemaking proposals by the SEC, FINRA, the MSRB and other regulatory agencies.
– Peter W. LaVigne, Chair
SUMMER 2015 NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
At the NYSBA Annual Meeting in New York City on January 28, 2015, the Corporations Law Committee and the Securities Regulation Committee held a joint meeting, which attracted approximately 30 participants from the two committees. The program centered on the life cycle of an early stage company. Adele Hogan and Jeffrey Bagner of the Corporation Law Committee presented on “Choosing the Right Organizational Structure” and “Exit Strategies in the Life Cycle of a High-Tech Company: IPOs and Private Sales,” respectively. Peter W. LaVigne, Chair of the Securities Regulation Committee, and Guy Lander presented on “What Startups Need to Know About Finders and other Intermediaries” and “Private Placements for Startup and Early Stages Companies,” respectively. Richard De Rose, Chair of the Corporation Law Committee, described recent New York cases that rejected disclosure-only settlements in shareholder litigation.
– Peter W. LaVigne, Chair
WINTER 2014 NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
The Securities Regulation Committee is made up of experienced securities practitioners, newer securities lawyers and business lawyers who want to know more about securities regulation. The Committee holds dinner meetings generally on the third Wednesday of every month. The proceedings, which start with cocktails, continue with dinner and finish with two hours of topical presentations, provide opportunities for lawyers to network with one another and then participate in what are often lively discussions. A conference call option is available upon request for members who are outside of the New York City area.
A sampling of recent topics includes:
• Crowdfunding, Regulation A, and the challenges of Rule 506(c);
• The SEC’s crackdown on Section 16 late filers;
• The evolution of OTC Markets;
• The SEC’s Money Market Fund Reform amendments;
• Implications of Halliburton II;
• The SEC’s actions regarding equity market structure;
• FINRA Rule amendments;
• The new Municipal Advisor Rule and updated FAQs;
• Peer-to-peer lending and real estate crowdfunding; and
• The conflict minerals rule and the First Amendment.
The Committee continues to attract top-level speakers who are knowledgeable in their field and deal daily with the aspects they address. Recent speakers have come from the following firms and other organizations, among others: McCarter & English; OTC Markets Group; Dechert; Goodwin Procter; Fried, Frank, Harris, Shriver & Jacobson; SEC3 Compliance Consultants, Inc.; Carter, Ledyard & Milburn; Pepper Hamilton; and Simpson Thacher & Bartlett.
The Committee’s Private Investment Funds Subcommittee, chaired by Anastasia Rockas, meets periodically, examining timely topics such as cybersecurity for investment advisers, and significant developments in the Cayman Islands.
Where appropriate, the Committee issues comment letters on proposed legislation and regulation, giving members an opportunity to have a voice in the issues that affect their practice.
— Peter W. LaVigne, Chair
SUMMER 2014 NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
At the Annual Meeting in New York City on January 30, 2014, the Securities Regulation Committee and the Corporations LawCommittee held a joint meeting, which attracted over 20 participants from the two committees. David N. Feldman and Peter W. LaVigne, Chair of the Securities Regulation Committee, presented on “Regulation A+ Proposal: Making the Grade?” and “Offering Exemptions under the Securities Act of 1933: a Comparison,” respectively. Jeffrey Bagner of the Corporations Law Committee gave a presentation on Recent Developments in Delaware Law. The presentation highlighted recent Chancery Court decisions addressing (i) fiduciary duties of constituent directors, (ii) application of the “entire fairness” standard of review, (iii) enforceability of letters of intent, (iv) the validity of forum selection bylaws and (v) attorney-client privilege in the context of a merger.
— Peter W. LaVigne, Chair
winter 2013 NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
The Securities Regulation Committee combines experienced securities practitioners, new lawyers and those in between. The securities laws are complex and always changing, so we all have plenty to learn and talk about. The Committee has dinner meetings generally on the third Wednesday of every month, with two hours of presentations (for CLE credit) on topics from every corner of the securities laws. In recent months we’ve heard about the amendments to the SEC’s private placement rule, Rule 506, to permit general solicitation and disqualify so-called bad actors, amendments to SEC rules on financial responsibility and reporting by broker-dealers, changes to FINRA’s Corporate Financing Rule and the related fi ling and review process, and the SEC’s proposed rule on pay ratio disclosure and other rulemaking on compensation disclosure mandated by the Dodd-Frank Act. The Committee also comments on rule proposals, and in September we submitted a comment letter on the SEC’s proposed additional amendments to Rule 506, Rule 156 and Form D.
In June, Howard Dicker completed a three-and-a-half year tenure as Chair of the Committee. Howard was not only knowledgeable and insightful, and able to attract consistently interesting speakers to meetings, but also a warm and engaging host. His years of service to the Committee are very much appreciated, and we’re glad that he will still be involved in the Section’s leadership.
— Peter W. LaVigne, Chair
summer 2013 NY BUSINESS LAW JOURNALSECURITIES REGULATION COMMITTEE
The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford Committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last Committee report in the Winter 2012 Journal, among the topics presented at meetings were:
1. How New European Union Regulations Impact U.S. Markets (market infrastructure regulations and short selling regulations)
2. Ethics and Managing a Corporate Crisis
3. ISS 2013 Proxy Voting Guidelines and Preparing for the Upcoming Proxy Season
4. Former SEC Commissioners Speak about the Past and Future of the SEC, plus More
5. Latest Developments in CFTC Regulation of Private Funds: Congratulations, you’re a commodity pool operator—Now what?
6. PIPES, Hedging and SEC Enforcement
7. Cyber Attacks and Social Media
8. The Controversy Over Changes To 13D Beneficial Ownership Reporting
9. Decimalization: Is the Penny Tick Size Harming the U.S. Capital Markets?
10. Everything You Always Wanted to Know About Depositary Receipt Programs* (*But Were Afraid To Ask)
In addition, our Private Investment Funds Subcommittee held a meeting in December 2012, titled “U.S. Foreign Account Tax Compliance Act (FATCA): Meeting the New Deadlines.” The Subcommittee closely tracks developments and emerging trends in the private investment funds industry.
For more information about, and how to join, the Securities Regulation Committee and Private Investment Funds Subcommittee, go to the website www.nysba.org/SecuritiesRegulation or www.nysba.org/PIF. We are also on LinkedIn at www.nysba.org/SecuritiesRegulationLinkedIn or www.nysba.org/PIFLinkedIn
— Howard Dicker, Chair
Winter 2012 NY Business Law JournalSecurities Regulation Committee
The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford Committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last Committee report in the Summer 2012 journal, among the topics presented at meetings were:
1. Social Media and the Securities Lawyer: A User’s Guide2. Recent SEC Enforcement Activities and Current Initiatives3. JOBS Act: Changes to the Capital Raising Process4. Securities Enforcement: Insights from a Recent Former Prosecutor5. FINRA Rules Update6. Financial Regulatory Reform Update7. Securities Arbitration8. Effects of the JOBS Act on Marketing Activities of Private Investment Funds9. Confl icts of Interest and Other Ethics Issues in Private Equity Funds10. Capital Raising or Hair Raising: The Trials of JOBS (including an analysis of the proposed rule to eliminate general solicitation)11. Rational Boundaries for SEC Cost-Benefi t Analysis12. CFTC & SEC Update: Clarifi cations to the End-User Exception to Mandatory Clearing Requirementsand New Rules for Swap Participants
In addition, our Private Investment Funds Subcommittee held a meeting in April 2012, titled “Unpacking New Form PF: What You Need to Know, Now.” In June 2012, we had a meeting on “SEC Adviser Examinations: Are You Ready?” At this meeting our speakers included a former Director of the SEC’s Division of Investment Management and an SEC Associate Director who currently heads the National Investment Adviser/Investment Company Examination Program. The Subcommittee closely tracks developments and emerging trends in the private investment funds industry.
Furthermore, in October, the Committee submitted a comment letter to the SEC on proposed rules Eliminating the Prohibition Against General Solicitation/Advertising in Rule 506 and Rule 144A. Finally, two of our members gave a presentation called “Capital Raising or Hair Raising: The Trials of JOBS” at the Business Law Section Fall Meeting held in Ithaca, NY.
For more information about, and how to join, the Securities Regulation Committee and Private Investment Funds Subcommittee, go to the website www.nysba.org/ SecuritiesRegulation or www.nysba.org/PIF. We are also on LinkedIn at www.nysba.org/SecuritiesRegulation- LinkedIn or www.nysba.org/PIFLinkedIn.
– Howard Dicker, Chair
Summer 2012 NY Business Law JournalSecurities Regulation Committee
The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford Committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last Committee report in the Winter 2011 issue of this Journal, among the topics presented at meetings were:
1. Recent Accounting/Auditing Developments that Lawyers Need to Know2. The SEC’s New Rule on Large Trader Reporting and new Form 13H: With Filing and Compliance Deadlines Looming – Are you ready?3. What’s New From FINRA4. Developments in PIPES, Registered Directs and Other Capital Raising Techniques5. ISS 2012 Proxy Voting Guidelines and Preparing for the Upcoming Proxy Season6. What You Don’t Know About OTC Markets (formerly known as Pink Sheets)7. Ethics Issues for Swap and Other Lawyers8. Blue Sky and Investment Advisers 20129. Early Reports of the 2012 Proxy Season and Shareholder Activism: Things are Heating Up10. Crisis Communications: From FBI Raids to DWI11. Crowfunding—making it easier for entrepreneurs to obtain capital or for fraudsters to fleece grandma?12. CFTC Final Rules Amend Commodity Pool Operator and Commodity Trading Advisor Registration and Compliance Obligations: some exemptions retained but more advisors will need to register
In addition, our Private Investment Funds Subcommittee held a meeting in February 2012, which I titled the “Alphabet Soup of Forms For Investment Advisers Plus Some of the Latest Developments.” We covered issues relating to a seeming alphabet soup of forms applicable to advisers (e.g., Treasury’s TIC Forms SLT and SHC, Bureau of Economic Analysis BE forms, and SEC Form ADV). The Subcommittee closely tracks developments and emerging trends in the private investment funds industry.
For more information about, and how to join, the Securities Regulation Committee and Private Investment Funds Subcommittee, go to the website www.nysba.org/SecuritiesRegulation or www.nysba.org/PIF. We are also on LinkedIn at www.nysba.org/SecuritiesRegulationLinkedIn or www.nysba.org/PIFLinkedIn.
— Howard B. Dicker, Chair
Winter 2011 NY Business Law JournalSecurities Regulation Committee
The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last committee report in Summer 2011, among the topics presented at meetings were the following:
1. Lessons to Be Learned from the Financial Crisis: A Focus on Financial Regulatory Reform2. An SRO for Investment Advisers3. The New SEC Whistleblowers Rules: A Changing Landscape for Compliance Programs4. Trading Securities in Private Companies (like Facebook and Twitter)5. What Is Material Information? How We Can Learn From Securities Litigation Experts.6. Unsettled SEFs [Swap Execution Facilities]: Uncertainty under Unfolding SEC and CFTC Regulations7. Political Spending by Public Companies—Ripe for Regulation?8. Proxy Access Shareholder Proposals for 2012—Let the Games Begin
In addition, our Private Investment Funds Subcommittee has gotten off to a great start since its inaugural meeting in March 2011. Its mission is to closely track developments and emerging trends in the private investment funds industry. The subcommittee will monitor the adoption of new rules and regulations and pending proposals for reform. It will also monitor the emergence of new industry standards and best practices in respect to fund formation and operations. The subcommittee expects to meet on a quarterly basis. We’ve had two meetings since March 2011. In June 2011, there was a presentation on “FCPA and UK Bribery Act Enforcement for Asset Managers.” And in October we had a presentation on “Investment Adviser Registration Rules and Current SEC Initiatives—Dialogue with the SEC Staff,” featuring the newly appointed branch chief of the SEC‘s recently formed Private Fund Adviser Regulation Branch.
For more information about, and how to join, the Securities Regulation Committee and Private Investment Funds Subcommittee, go to the website www.nysba.org/SecuritiesRegulation or www.nysba.org/PIF. We are also on LinkedIn (member only) at www.nysba.org/SecuritiesRegulationLinkedIn or www.nysba.org/PIFLinkedIn.
—Howard Dicker, Chair
Summer 2011 NY Business Law JournalSecurities Regulation Committee
The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford Committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last Committee report in Summer 2010, among the topics discussed at meetings were:
1. Corporate Governance and Risk2. Fairness Opinions—Recent Cases and Other Developments3. Financial Reform Legislation—an Insider’s View4. Current Issues in Executing Capital Markets Transactions5. FINRA Regulatory Notice 10-22: Obligation of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings, plus other developments6. Reverse Mergers7. Dodd Frank Act: (A) Investment Adviser registration and other provisions affecting Hedge Funds and Private Equity plus (B) the Corporate Governance & Executive Compensation provisions8. Dodd-Frank Act: Derivatives provisions (that even non-derivatives lawyers need to know)9. After the Subprime Crisis: A New Era of Financial Reporting10. “Proxy Access”11. Recent 2nd Circuit decision involving SOXA 304 (clawback) and indemnifi cation rights of the CEO and CFO12. “Proxy Plumbing” & the SEC Concept Release13. Hedge Fund Compliance: How to Avoid A Mess/FCPA Developments: Bribery and Corruption14. Trends in Financial Statement Fraud/Current Issues at the PCAOB15. Professional Responsibility and the General Counsel16. SEC proposal on Investment Adviser Registration17. SEC proposal on Whistleblower provision in the Dodd-Frank Act18. Activist Investors and Activist Investing19. Information Security in the Practice of Law20. 2010 Securities Enforcement Update and 2011 Outlook21. M & A Disclosure Matters and Other SEC Considerations22. Recent “Poison Pill” Developments23. New Lobbyist Regulations’ Impact on Investment Managers, Private Investment Funds, Placement Agents and Others24. Dodd-Frank Act update and other developments for public companies
In addition, the Private Investment Funds Subcommittee was formed. Its mission is to closely track developments and emerging trends in the private investment funds industry. The subcommittee will monitor the adoption of new rules and regulations and pending proposals for reform. It will also monitor the emergence of new industry standards and best practices in respect of fund formation and operations. The subcommittee expects to meet on a quarterly basis. Participants will include law-firm and in-house practitioners representing both hedge fund and private equity/VC fund managers and investors. The subcommittee’s successful inaugural meeting was held on March 10, 2011, and had a presentation on “Recent Insider Trading Cases and Enforcement Activities.”
The Committee also submitted comment letters to regulatory authorities on a variety of proposed rules (some of which implement the Dodd-Frank Act):
• SEC: Disclosure Related to “Conflict Minerals”
• SEC: Disclosure of Mine Safety Information
• SEC: Disclosure by Resource Extraction Issuers
• SEC: (i) Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers and (ii) Rules Implementing Amendments to the Investment Advisers Act of 1940
• FINRA: amendments to FINRA Rule 5122 to Address Member Firm Participation in Private Placements
• CFTC: Commodity Pool Operators and Commodity Trading Advisors: Amendments to Compliance Obligations
—Howard Dicker, Chair
Links of Interest
Agencies and Resources
- The Securities and Exchange Commission (SEC)
- SEC Historical Society
- The New York State Attorney General’s Investor Protection and Securities Bureau
Articles and Publications
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