Goodmans Update: Corporate Securities
of Goodmans LLP
A panel of the Ontario Securities Commission has recently released its unanimous decision in dismissing allegations by OSC Staff of insider trading by Kwok Yuen Ho, the Chairman and Chief Executive Officer of ATI Technologies Inc., and his wife Betty. Three issues that were discussed by the OSC in the ATI decision are relevant to corporate insiders and are worth reviewing.
Trends in the Canadian Mining Sector
John S M Turner
Worldwide exploration budgets rose to $3.5 billion in 2003, up 13% from 2002. The main recipients of increased exploration spending by companies were: Canada ($170 million); South Africa ($90 million); Mexico ($30 million); and Ghana, the United States and Venezuela, ($20 million each).
SEC Selective Disclosure Rules
D. Michael Jones and Jane Whitt Sellers of McGuireWoods LLP
This article reviews the SEC adopted Regulation FD that will require public companies to look at the way they deal with analysts and intuitional investors. In this article, the authors have summarized the scope of Regulation FD, provides a list of frequency asked questions and recommendation to develop corporate policy dealing with the disclosure materials.
The Disclosure Dichotomy: Competing Models of IR
Boris Feldman and Ignacio E. Salceda of Wilson Sonsini Goodrich & Rosati
This article discusses competing models of investor relations (IR) regarding what companies should communicate and how they should do it.
New SEC Regulation Targets Selective Disclosure by Public Companies
Saul Ewing LLP
On August 10, 2000, the Securities and Exchange Commission (the "SEC") adopted Regulation FD (Fair Disclosure) esta.
SEC Adopts Selective Disclosure Rules and Rules Clarifying Insider Trading Laws
Buchanan Ingersoll & Rooney PC
The Securities and Exchange Commission (SEC) has adopted Regulation FD (for "fair disclosure") to address the issu.
Fair Disclosure--"Leveling The Playing Field"
Robert J. Jones of Saul Ewing LLP
City X is working on an advance refunding of its outstanding Series 1995 Bonds, but the plan is not known outside t.
Eleventh Circuit Vacates Ruling on SARs As Securities For Insider Trading Purposes
Cadwalader, Wickersham & Taft LLP
The Eleventh Circuit Court of Appeals has vacated the portion of its October 1998 opinion in Clay v. Riverwood Inte.
Corporate Governance: Avoiding Criminal Liability under Sarbanes-Oxley
Richard D. Clayton and J. Triplett Mackintosh of Holland & Hart LLP
The Sarbanes-Oxley Act of 2002 (the "Act") is much more than a tightening of corporate reporting requirements. We believe the Act has altered significantly the prosecutorial landscape on which Justice Department and agency investigations will play out. Even though the Act's requirements are limited to "issuers" or reporting companies, its eventual impact goes further.
Minimizing the Risk of Insider Trading Liability
Karen Y. Bitar of Paul, Hastings, Janofsky & Walker LLP
During the past year, there have been two major developments in the law regarding SEC enforcement actions involving alleged insider trading.
SEC Proposes Rules on "Selective Disclosure" and Insider Trading Liability
Sidley Austin LLP
The Securities and Exchange Commission (the "SEC") recently proposed new rules intended to (1) address "the problem.
Court Rejects "Knowing Possession" as Basis for Insider Trading Liability
Deborah R Meshulam of DLA Piper LLP
This article discusses the opinion in SEC v. Adler, 137 F.3d 1325, where the Eleventh Circuit adopted a test requiring the SEC to show that the defendant in an insider trading case used the material nonpublic information when trading.
Proactive Planning Key to Effective Disclosure Controls and Procedures
Norman B. Antin and Jeffrey D. Haas of Patton Boggs
Over the past year, clients have repeatedly posed questions about the disclosure controls and procedures they are now required to maintain as mandated by Sarbanes-Oxley. Based on the number and types of questions posed, an overview of disclosure controls and procedures is among the most useful tools an attorney can provide a client in that regard.
Insider Trading: Information on Bounties
U.S. Securities and Exchange Commission
Pamphlet from the Securities and Exchange Commission designed to provide interested persons with information on insider trader bounties under Section 21A(e) of the Securities Exchange Act of 1934.
New Insider Trading Rules
Dan Bailey, Esq. of Arter & Hadden LLP
This provides a quick look at changes in securities law in different situations.
Insider Trading Liability: "Use v. Possession"
Cadwalader, Wickersham & Taft LLP
ALTHOUGH there is no statute expressly proscribing "insider trading," Sec.10(b) of the Securities Exchange Act of 1.
SEC Adopts Final Rules Expanding Form 8-K Disclosure Requirements and Accelerating Filing Deadlines
Gary C. Ivey of Alston & Bird LLP
On March 16, 2004, the Securities and Exchange Commission (SEC) adopted amendments to Form 8-K designed to provide investors with better and faster disclosure of important corporate events. The amendments have been adopted in furtherance of the "real time issuer disclosure" mandate of Section 409 of the Sarbanes-Oxley Act of 2002.
Practical Guidance for Compliance with New-SEC Regulation FD
Pepper Hamilton LLP
This paper reviews the guidelines for complying with the new SEC Regulation FD.
Some Rules of the Road for Taking it to The Street: The Impact of Item 12 of Form 8-K and Regulation FD on Quarterly Earnings Announcements and Related Disclosure
Robert P. Whalen and Eric J. Graham of Goodwin Procter LLP
The Securities and Exchange Commission published new rules effective March 28, 2003 that require most public companies to furnish to the SEC on Form 8-K all press releases and other public announcements that contain material nonpublic information concerning results of operations or financial condition for completed quarterly or annual periods.
New Regulation FD Prohibits Selective Disclosure--Winter 2000
Faegre & Benson LLP
This article summarizes the new Regulation FD which prohibits public companies from selectively disclosing material information to analysts and institutional investors before making the same disclosures to individual investors and the general public.
SEC Charges Siebel Systems, Inc. with Second Violation of Regulation FD and Brings First Case Charging a Violation of Rule Requiring Issuers to Maintain Adequate Disclosure Controls and Procedures
Morrison & Foerster LLP
On June 29, 2004, the Securities and Exchange Commission filed a civil action in Federal District Court against Siebel Systems, Inc., charging that Siebel violated Regulation FD and a prior SEC cease-and-desist order. Regulation FD prohibits issuers from selectively disclosing material nonpublic information to certain persons - including securities analysts, broker-dealers, investment advisers and institutional investors - before disclosing the same information to the public.
Client Alert: SEC Approves New Regulation FD
J. David Washburn of Arter & Hadden LLP
This alert provides a list of frequently asked questions concerning the New Regulation FD which become law on October 14, 2000.