Identifies services which are inconsistent with independence By John M. Baker, Esq. On November 21, 2000 the SEC finalized and posted its release adopting rule amendments regarding auditor independence, which the Commissioners voted to adopt on November 15. Revision of the Commission’s Auditor Independence Requirements, Release Nos. 33-7919, 34-43602, […]
Corp Finance
Compliance officer wins attorneys fee award from SEC
Compliant not “substantially justified”, ALJ orders SEC to pay attorneys fees. By John M. Baker, Esq. A compliance officer recently had a major win against the SEC under the Equal Access to Justice Act, which provides for reimbursement of attorney fees in some cases when an administrative agency’s position […]
Variable Annuities Under Scrunity
SEC Notes Explosive Growth and Fee Issues, Shareholders Sue Over Fees By John M. Baker, Esq. Variable annuities typically do not get a great deal of attention from the SEC’s upper levels, but they were the subject of a speech by Investment Management Director Paul Roye before the National Association […]
SEC Bulletin on Aftermarket Purchases, Tying Transactions
Tying aftermarket purchases to initial distributions is prohibited. By John M. Baker, Esq. SEC Bulletin on Aftermarket Purchases On August 25, 2000, the SEC’s Division of Market Regulation issued a legal bulletin stating that underwriters, broker-dealers, and other distribution participants are prohibited from soliciting or requiring their customers to […]
Rule 17d-1 No Action Letter Released
Aggregation of Orders Addressed By John M. Baker, Esq. The SEC‘s Division of Investment Management recently issued a letter clarifying its position on the application of Rule 17d-1 to aggregated transactions in private placement securities. Massachusetts Mutual Life Insurance Co., SEC No-Action Letter (July 28, 2000). As described below, the […]
Massive Investment Banking Settlement
“These cases reflect a sad chapter in the history of American business — a chapter in which those who reaped enormous benefits from the trust of investors profoundly betrayed that trust. These cases also represent an important new chapter in our ongoing efforts to restore investors’ faith in the fairness […]
Wolves For The Small Business Sheep
By Mark J. Astarita, Esq. As the regulatory environment in the corporate finance area becomes less restrictive, in order to permit smaller companies to obtain access to financing that the myriad of traditional regulation makes cost prohibitive, the relaxed regulations often open doors to scams and frauds – not necessarily […]
Spring Street Paves the Way – Internet Offerings
IN JULY’S COLUMN, WE ADDRESSED THE “INTERNET OFFERING,” a public securities offering on the Internet usually conducted by the issuer without using an underwriter. Since then, broker/dealers and issuers have begun using the Internet in connection with Regulation A offerings as well as traditional IPOs. In the past few months, no […]
Spring Street Paves the Way
Spring Street Paves the Way By Mark J. Astarita, Esq. IN JULY’S COLUMN, WE ADDRESSED THE “INTERENT OFFERING,” a public securities offering on the Internet usually conducted by the issuer without using an underwriter. Since then, broker/dealers and issuers have begun using the Internet in connection with Regulation A offerings […]
10b5-1 Plans- Insider Trading Defense
What they are, how they work, and when they do not work. By Mark J. Astarita, Esq. 10b5-1 Plans- Insider Trading Defense As executive compensation becomes increasingly based on stock options, more and more executives find themselves in an insider trading quagmire when they attempt to sell their securities for […]
