Securities and Exchange Commission Proposal to Require Hedge Fund Advisers to Register
David J. Baum of Alston & Bird LLP
On July 14, 2004, the Securities and Exchange Commission ("Commission") voted 3-2 to propose new rule 203(b)(3)-2 under the Investment Advisers Act of 1940, as amended ("Advisers Act") to require hedge fund advisers to register with the Commission. The Commission also voted to propose certain conforming and transitional amendments to rules 203(b)(3)-1, 204-2, 205-3, 206(4), and Form ADV. The proposal will be open to public comment for 60 days and must be voted on again by the Commission before it can be adopted.
The Nuts and Bolts of Unit Investment Trusts
Laurin Blumenthal Kleiman of Sidley Austin LLP
The author acknowledges the substantial contribution of Lita M.Dwight in the preparation of this outline.
BHC Investment Advisory Activities
Paul, Hastings, Janofsky & Walker LLP
The Federal Reserve Board's Regulation Y includes investment advisory services in its "laundry list".
Investment Management Update: Investment Adviser Year 2000 Reports
Pepper Hamilton LLP
A study of the effect of Rule 204-5 and Form ADV-Y2K (adopted by the SEC under the Investment Advisers Act of 1940) on registered investment advisers regarding the Y2K Problem.
Subsidiary Legislation Enacted Under Mutual Funds Act
O'Neal, Webster, O'Neal, Myers, Fletcher & Gordon
By notice dated September 3, 1998 the Registrar of Mutual Funds announced that the Governor in Council has approved.
SEC Denies No-Action Treatment for Combinable Certificates
Malcolm P. Wattman of Cadwalader, Wickersham & Taft LLP
Many structured finance transactions rely on Securities and Exchange Commission Rule 3a-7 for their exemption from .
Questions You Should Ask About Your Investments
U.S. Securities and Exchange Commission
List of questions prepared by the Securities and Exchange Commission for consumers regarding what they should ask about their investments and what to do if they encounter problems.
SEC Expected to Approve Final Nasdaq Corporate Governance Standards
Goodwin Procter LLP
On October 9, 2003, The Nasdaq Stock Market, Inc. filed an amendment to its proposed listing standards concerning director independence and other corporate governance matters with the SEC. As a general rule, listed companies will need to be in compliance with the new rules prior to their 2004 annual shareholders meeting. Although widely expected to be in final form at this time, the proposals must be approved by the SEC before becoming final, and the SEC could require further revisions.
Conflicts of Interest Rule Strengthened -Client Alert: September 15, 1999
Paul, Hastings, Janofsky & Walker LLP
The SEC recently announced amendments to Rule 17j-l under the Investment Company Act of 1940. This article summarizes the most significant amendments to the Rule.
Federal Trade Commission Formal Interpretation of Investment Exemptions under the Pre-merger Notification Rules, 16 C.F.R. 803.30
Federal Trade Commission
Federal Trade Commission Formal Interpretation Number 4 which discusses investment exemptions under the Pre-merger Notification Rules, 16 C.F.R. 803.30.
Shanghai Bound: New Regulations Seek to Attract Regional HQs
Ron Rongwei Cai of Davis Wright Tremaine LLP
On July 20 2002, the Shanghai municipal government issued the Encouragement for Foreign Multinational Companies Establishing Regional Headquarters Tentative Provisions (the Tentative Provisions). With their issuance, Shanghai seeks to make itself attractive as a centre for international business, but how inviting are the provisions in the new law?
Highlights of the "Gramm-Leach-Bliley Act"
Paul, Hastings, Janofsky & Walker LLP
On Friday, November 12, 1999, President Clinton signed the Gramm-Leach-Bliley Act (the "Act") into law, setting in .
Outsourcing: A Canadian Perspective
Richard F. D. Corley and Jillian M. Swartz of Blake, Cassels & Graydon LLP
Canada has become a significant player in the global outsourcing market. Geographic proximity to the United States , political stability and similarities in laws, language and business culture have contributed to Canada 's emergence as a primary nearshore outsourcing destination for U.S. businesses.
Mutual Fund "Bad Apples" Haven't Spoiled the Barrel
Michael J. Radmer of Dorsey & Whitney LLP
In the last four months, the mutual fund industry has received more unfavorable publicity than it received in the preceding six decades. The SEC, the NASD, state attorneys general, and state securities commissions have launched investigations, and various reforms are being considered by the SEC and Congress.
Finance in Illinois
Robbins, Schwartz, Nicholas, Lifton & Taylor, Ltd.
In almost every session of the General Assembly in recent years, legislation has emerged which requir.
The Department of Labor Issues "A Look at 401(k) Plan Fees"
Pillsbury Winthrop Shaw Pittman LLP
On July 1, 1998, the Department of Labor's Pension and Welfare Benefits Administration issued an educational bookl.
SEC Adopts Final Rule Requiring Investment Advisers to Adopt Codes of Ethic
Margaret A. Sheehan of Alston & Bird LLP
On July 2, 2004, the SEC adopted Rule 204A-1 under the Investment Advisers Act of 1940 and related amendments that require registered investment advisers to adopt a code of ethics.ÃÂ The new rule is designed to address certain fraudulent trading practices that have been the subject of several recent enforcement actions against investment advisers and to reinforce the fiduciary principles that define the relationship between advisers and their clients
Summary Of Proposed Pennsylvania Investment Bill September 2000 Draft
David Unkovic of Saul Ewing LLP
The September 2000 draft of the proposed bill entitled the Local Government Investment Reform Act was generated by .
U.S. Virgin Islands Exempt Companies Law Encourages Mutual Funds And Captive Insurers
William L. Blum of Solomon Blum Heymann & Stich LLP
The United States Virgin Islands, a U.S. territory located in the Caribbean Sea about 1500 miles southeast of New.
Proposed Rules For Mutual Fund Reports to Shareholders and Quarterly Portfolio Disclosure
Conrad G. Goodkind,Charles M. Weber and Fred Lautz of Quarles & Brady LLP
In December 2002, the SEC proposed changes in the disclosures that mutual funds make in their reports to shareholders.
Sovereign Wealth, Private Equity, and Hedge Funds ... Oh My
Jeffrey Ballabon of The Federalist Society
Americans have long exhibited a suspicion of concentrated pools of capital controlled by small groups of people. During convulsive economic times, with little understanding as to the causes and great fear as to the effects of the turmoil, we have tended to the diversion of scapegoating paranoia.
Year 2000 Evaluation Services Questionnaire
Kevin J. Collette of Ryan, Swanson & Cleveland, PLLC
Entity Organization 1. Do your company's organizational documents include appropriate indemnities for.
SEC Proposes Rules Requiring Listing Standards for Audit Committee Independence and Powers
Stephen W. Carr, P.C.,James A. Matarese,Eric G. Kevorkian,John O. Newell and L. Kevin Sheridan of Goodwin Procter LLP
As required by Section 301 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission proposed new rules on January 9, 2003 directing the national securities exchanges and associations (principally the NYSE, AMEX and Nasdaq) to prohibit the listing of any equity or debt security of a company that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act.
Conflicts of Interest Rule Strengthened
Paul, Hastings, Janofsky & Walker LLP
Fund directors are being asked to shoulder heavier responsibilities when it comes to codes of ethics.
Legal Risk Management for the Millennium
Steven L. Hock of Thelen LLP
This article details some of the risk management issues that may arise for corporations facing the Y2K computer problem.
Wyoming Goes "Prudent Investor"
Stephen H. Cypen of Cypen & Cypen
The Wyoming Legislature has approved a "prudent investor" standard that will allow state trust funds grea.
SEC Adopts Final Rule Relating to Analyst Certification
Richard F. Langan of Nixon Peabody LLP
In an effort to promote the integrity of research reports and investor confidence in those reports, on February 20, 2003, the SEC adopted final rules relating to certification of broker-dealer research reports. New Regulation Analyst Certification requires research analysts to certify in research reports for which they are responsible that the views expressed in the report accurately reflect the analyst's personal views and to disclose whether or not the analyst received compensation or other payments in connection with his or her specific recommendations or views.
An Update on Structuring Investments in India
Fred M. Greguras and S.R. Gopalan of Fenwick & West LLP
India's strength in providing low cost business services, the valuation of such businesses on India's stock exchanges and currency exchange liberalizations are causing investors to consider more India centric investments. The primary considerations in selecting an investment structure for India are valuation and ease of exit for investors.
SEC Approves NYSE and NASDAQ Proposals Relating to Director Independence
Akin Gump Strauss Hauer & Feld LLP
On November 4, 2003, the Securities and Exchange Commission (SEC) approved listing standards proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market, Inc. (Nasdaq) relating to board composition and director independence. The new listing standards affect the composition of the boards of directors and board committees of listed companies and impact the individual members of the board.
The Year 2000 Computer Problem---Beyond Remediation: Are You Prepared?
Day Pitney LLP
Defining the Year 2000 Computer Problem At the "dawn" of the computer age computer memor.
SEC Adopts Final Rules Requiring Listing Standards for Audit Committee Independence and Powers
James A. Matarese,Stephen D. Poss, P.C. and L. Kevin Sheridan of Goodwin Procter LLP
As required by Section 301 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission adopted final rules on April 9, 2003 directing the national securities exchanges and associations (principally the NYSE, AMEX and Nasdaq) to prohibit the listing of any security of a company that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act.
U.S.-Canada Outsourcing: A Canadian Perspective
Jillian M Swartz of Blake, Cassels & Graydon LLP
Canada has become a significant player in the global outsourcing market. Geographic proximity to the United States, political stability and similarities in laws, language and business culture have contributed to Canada's emergence as a primary nearshore outsourcing destination for U.S. businesses. In addition, Canadian businesses, often subsidiaries of U.S. companies, have been outsourcing their IT systems and business processes to U.S. business partners.
Public Pension Funds may Face Sec "Pay-to-Play" Rules
Stephen H. Cypen of Cypen & Cypen
Making good on a promise by its chairman (see C&C Newsletter for February, 1999, Item 2), the Securities and Ex.
Sarbanes-Oxley Update: SEC Issues Final Rules Prohibiting Improper Influence on Auditors
of Dorsey & Whitney LLP
The Securities and Exchange Commission has issued final rules prohibiting corporate directors and officers (and those acting under their direction) from exercising improper influence on auditors as required by Section 303(a) of the Sarbanes-Oxley Act of 2002.ÃÂ
Seeking Seed Capital from Colorado Angel Investors
Paul James Hanley of Grimshaw & Harring, P.C.
Often entrepreneurs require outside financial assistance in starting their company. When the bank does not come through and friends and family are unable to make the investment, the thought often turns to sophisticated, wealthy investors or "angels" to provide some of the initial funding or "seed capital."
SEC Issues Formal Guidance on Year 2000 Disclosures
Pillsbury Winthrop Shaw Pittman LLP
In 1997, virtually everyone heard about the "Year 2000 Problem" or millenium bug. Early this year, the SEC staff .
Regulatory Developments Effecting the U.S. Investment Management Industry
Bruce G. Leto of Stradley Ronon Stevens & Young, LLP
As the U.S. investment management industry continued to experience phenomenal growth over the past year, there were.
Imposing Corporate Governance Reform: The SEC Takes Action
William Scott O'Connell and Richard F. Langan of Nixon Peabody LLP
The partial settlement announced on November 13, 2003 between the Securities and Exchange Commission and Putnam Investment Management LLC highlights a significant trend in recent enforcement actions: the imposition of substantial corporate governance reforms and related independent monitoring of these required changes. While criticized by state officials in New York and Massachusetts as not being tough enough, the Putnam settlement details sweeping, and for the most part, voluntary changes to its boardroom in terms of composition, process and procedure. The SEC emphasized these voluntary remedial efforts and undertakings as part of its decision to accept PutnamÃÂs offer of settlement. Understanding these specific reforms provides insight into what non-monetary terms the SEC may expect or require in the current regulatory environment.
Fallout from the Enron Debacle: How Should Employers Respond to the Threat of 401(k) Participant Class Actions?
Linda K. Shore of Buchanan Ingersoll & Rooney PC
The Enron bankruptcy has provoked a flurry of activity by employers, legislators, and class action lawyers. Current and former Enron employees have filed class action suits, the first of which is scheduled to begin trial in December 2003, alleging that Enron and other plan fiduciaries breached their fiduciary responsibilities to Enron's 401(k) plan.
Into the Future: Legal Issues Relating to Year 2000 Compliance of Company Computer Systems
Faith M. Wilson of Woods Rogers PLC
As the year 2000 looms on the horizon, dire predictions abound of a flood of costly litigation relating to the fail.
Financial Services Alert Developments of Note
Goodwin Procter LLP
SEC issues proposed bank broker-dealer rules, federal banking agencies issue an advisory on accepting accounts from foreign governments, the SEC to act on proposals regarding short sale regulation, disclosure regarding fund advisory contract approvals and added fund corporate governance requirements,and the comment period for an interagency statement regarding complex structured finance activities is extended to July 19, 2004.
Proposed Rules Requiring Investment Companies and Investment Advisers to Adopt "Compliance Programs"
Conrad G. Goodkind,Charles M. Weber and Fred Lautz of Quarles & Brady LLP
The Securities and Exchange Commission is proposing new rules that would require each investment company and investment adviser registered with the Commission to adopt and implement policies and procedures designed to prevent the violation of federal securities laws and to protect fund investors.
Canadian Investment Funds & Asset Management
of Borden Ladner Gervais LLP
"The mutual fund industry has been through a year unlike any other since prior to the adoption of the Investment Company Act of 1940?We have witnessed a period of great turmoil, outrage and shame in the fund industry. We are currently engaging in a process of cleansing, reassessment and restoration of confidence."
SEC Proposes Independent Director Rules
Rosenman & Colin LLP
The SEC has proposed rules to enhance the effectiveness of investment company directors. The proposed rules would .
Employee Investment in Private Funds
Igor Panshensky of Paul, Hastings, Janofsky & Walker LLP
Last year, the SEC gave various employees of a private investment company or its manager essentially a "f.
BVI Continues to Dominate International Company Formations
O'Neal, Webster, O'Neal, Myers, Fletcher & Gordon
The annual international company incorporation survey for 1997 conducted by the Offshore Investment magazine shows .
Imposing Corporate Governance Reform:The SEC Takes Action
William Scott O'Connell and Richard F. Langan of Nixon Peabody LLP
The partial settlement announced on November 13, 2003, between the Securities and Exchange Commission and Putnam Investment Management LLC highlights a significant trend in recent enforcement actions: the imposition of substantial corporate governance reforms and related independent monitoring of these required changes. Understanding these specific reforms provides insight into what non-monetary terms the SEC may expect or require in the current regulatory environment.
SEC Publishes Proposed PCAOB Rules For Funding
Morrison & Foerster LLP
On June 23, 2003 the Securities and Exchange Commission (the ÃÂSECÃÂ) published for public comment the funding proposal of the Public Company Accounting Oversight Board (the ÃÂBoardÃÂ), which was created by the Sarbanes-Oxley Act of 2002 (the ÃÂActÃÂ).
Investment Management Update
Jim Austin of Pepper Hamilton LLP
This article discusses some of the key points of the release relating to electronic delivery of information and an issuer's liability for Web site content.
Highlights of the "Gramm-Leach-Bliley Act"ÃÂClient Alert: December 1999
Paul, Hastings, Janofsky & Walker LLP
This Client Alert examins the "Gramm-Leach-Bliley Act".