Amended SEC Rules Under the Short-Swing Profit Rules of Section 16 of the Securities Exchange Act of 1934
Barry W. Homer and S. James DiBernardo of Brobeck Phleger & Harrison LLP
This article presents highlights of changes from the current rules, taken from the SEC Release Nos. 34-37260 and 35-26524.
Sarbanes-Oxley Act of 2002: SEC Adopts Rules Requiring Electronic Filing And Website Posting of Forms 3, 4 and 5
Kenneth V. Hallett and Ryan P. Morrison of Quarles & Brady LLP
On May 7, 2003, the SEC issued final rules that mandate electronic filing of Forms 3, 4 and 5 by corporate insiders, and require companies to post these reports on their websites within one business day of filing with the SEC.
Securities Law Alert: April 16, 2004
Nixon Peabody LLP
A new rule, Rule 13(k)-1, is intended to make the treatment of foreign banks equivalent to domestic banks under Section 13(k). Also, the SEC recently voted to publish for comment proposed rule and form amendments relating to public shell companies.
SEC Adopts Issuer Stock Repurchase Amendments
Bryan E. Davis,Zachary Randolph Bishop and Alexis Slagle Gilroy of Alston & Bird LLP
The SEC recently adopted amendments to Rule 10b-18,1 a rule that provides issuers with a safe harbor from market manipulation liability under the federal securities laws. The amendments are intended to simplify and update the safe harbor provisions in light of market developments since the adoption of Rule 10b-18 in 1982.
Summary of Recommended Procedures In Connection with Blackout Periods under Retirement Plans
Jones Day
The Securities and Exchange Commission recently issued final rules, the so-called "Regulation Blackout Trading Restriction" or "Regulation BTR," to implement Section 306(a) of the Sarbanes-Oxley Act of 2002 with respect to blackout periods under individual account retirement plans.
New Insider Trading Rules
Dan Bailey, Esq. of Arter & Hadden LLP
This provides a quick look at changes in securities law in different situations.
Court Rejects Claim for Disgorgement of Short Swing Profits
Rosenman & Colin LLP
The Southern District of New York has rejected a claim seeking disgorgement of short swing profits, despite defe.
Despite Admissions in Public Filings, Shareholder Was Not A "Group Member" For Section 16(b) Short-Swing Trading Purposes
Cadwalader, Wickersham & Taft LLP
The United States District Court for the Southern District of New York recently held that a shareholder was n.
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.
Summary of Recent Developments in Executive Compensation
John E. McGrady and Amy I. Pandit of Buchanan Ingersoll & Rooney PC
The Sarbanes-Oxley Act of 2002, enacted on July 30, 2002, was designed to prevent deceptive management and accounting practices and to enhance financial reporting and disclosure. The Act was adopted to restore investor confidence in the United States securities markets and aims to accomplish this task by protecting benefit plan participants from corporate abuses, to increase transparency as to the methods used by issuers to compensate insiders, to prevent deceptive practices in management, and to accelerate disclosure to the marketplace of transactions engaged in by insiders.
Russian Financial Crisis
Wayne P.J. McArdle of Paul, Hastings, Janofsky & Walker LLP
On August 17, 1998, the Government of the Russian Federation and the Central Bank of Russia announced the grad.
Court Finds No Implied Private Right of Action Under Section 10(a) Against Short Sellers of Securities
Cadwalader, Wickersham & Taft LLP
The United States District Court for the Eastern District of Pennsylvania recently declined to recognize an implied.
New SEC Rules Under Sarbanes-Oxley: Impact Beyond Issuers
Lawrence Cohen of Stark & Stark
Recently, the SEC issued a series of final rules under the Sarbanes-Oxley Act of 2002 (the "Act"). Besides the obvious impact of these rules on accountants and broker-dealers that happen to be public reporting companies subject to the Act, they contain certain provisions that significantly impact non-SEC reporting, broker-dealers, as well as the attorneys who work at such companies or represent them as outside counsel.