Expectations have been raised by the media, claimants’ counsel and other pundits that a flood of arbitration filings will follow the conclusion of the $1.4 billion regulatory settlement regarding analyst conflicts. RESEARCH SETTLEMENT & ARBITRATION IMPACT: Expectations have been raised by media, Claimant’s counsel and other pundits that a flood […]
Corp Finance
SEC Interpretation on Mini-Tender Offers Released
Section 14(e) applies, but not 14(d) for some, but yes for others. By John M. Baker, Esq. The SEC issued an interpretive release on “mini-tender offers” and limited partnership tender offers. Release Nos. 34-43069, IC-24564 (July 24, 2000). A mini-tender offer is a tender offer resulting in ownership of not […]
SEC Approves All-Electronic Offering
Web based offering approved by Commission for First Time By John M. Baker, Esq. The Securities and Exchange Commission has for the first time approved an offering that is to be made only by means of the World Wide Web. In a rare action, the registration statement for The […]
SEC Proposed New Rules for Independent Auditors
New Definitions and Rules to Measure Independence, New Restrictions By John M. Baker, Esq. On June 30, 2000 the SEC posted proposed rules that would substantially revise the independence standards for auditors. Release Nos. 33-7870, 34- 42994, 35-27193, IC-24549 (June 30, 2000). The proposal would modernize the rules for auditor […]
SEC Adopts Auditor Independence Rule Amendments
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, […]
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 […]
