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 […]
Corp Finance
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
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 […]
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 […]
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 […]
Forward looking statements create potential liability
If a company chooses to make projections and issue estimates despite the uncertainty of that information, it cannot duck liability for securities fraud by reliance upon the “soft” nature of the information it disclosed. Helwig v. Vencor, Inc., No. 99-5153, en banc (6th Cir., 5/31/01). Class Actions, Effect of * […]
SEC Guidance on Mutual Fund After-Tax Return Requirements
SEC releases FAQ By John M. Baker, Esq. The SEC’s Division of Investment Management today posted its responses to Frequently Asked Questions About Mutual Fund After-Tax Return Requirements. The SEC in September extended the compliance date for advertisements involving mutual fund tax returns from October 1 to December 1, 2001, […]
SEC Allows 401(k) Plan as Qualified Investor
SEC Allows 401(k) Plan as Qualified Investor Staff changes view on status of certain plans for investment company exemption By John M. Baker, Esq. Section 3(c)(1) of the Investment Company Act of 1940 generally excludes from the definition of “investment company” any issuer whose securities are owned by not more […]
Report on Mutual Fund Fees and Expenses Released
Rise in fees noted and explained By John M. Baker, Esq. January 10, 2001 – The SEC’s Division of Investment Management today released its Report on Mutual Fund Fees and Expenses (December 2000). The report finds that fund expenses ratios rose on average during the last 20 years, although […]
