SEC Proposes Rules to Address Comprehensively theRegistration, Disclosure, and Reporting Requirements forAsset-Backed Securities
Nixon Peabody LLP
On April 28, 2004, the SEC proposed new and amended rules and forms for asset-backed securities. The present disclosure framework for asset-backed issuers has evolved over time from several sources, including a series of no-action letters and the filing review process. The SEC is proposing to address comprehensively the treatment of ABS and to bring a more uniform, transparent set of rules to the multitrillion dollar ABS market.
Underwriter Due Diligence In Securities Offerings
Cadwalader, Wickersham & Taft LLP
Underwriters have long played a crucial role in securities offerings. As the U.S. Court of Appeals for the Second .
Proposed Rule ChangesÃÂAmendment to the Definition of "Foreign Private Issuer" and Adoption of IOSCO Disclosure Requirements for Foreign Private Issuers
Coudert Brothers LLP
The U.S. Securities and Exchange Commission (the "Commission") is proposing to revise the disclosure requ.
Underwriter Due Diligence
Cadwalader, Wickersham & Taft LLP
Underwriters have long played a crucial role in securities' offerings. As the United States Court of Appeals for th.
SEC's Electronic Filing System Has Been Updated to Accept Recently Adopted Forms and Exhibits
Morrison & Foerster LLP
Effective July 28, 2003, the SECÃÂs electronic filing system (ÃÂEDGARÃÂ) was updated to accept Form 8-K filings under Item 11 (temporary suspension of trading under a companyÃÂs employee benefit plans) and Item 12 (earnings announcements or releases) and to accept CEO and CFO certifications as exhibits 31 and 32 to quarterly and annual reports.
SEC Adopts Amendments to Form 8-K
Akin Gump Strauss Hauer & Feld LLP
On March 11, 2004, the Securities and Exchange Commission (SEC) adopted amendments to Form 8-K, the Exchange Act form used by public companies to disclose important events on a current basis. These amendments are intended to provide investors with better and faster disclosure of corporate events.
The Final SEC Rule on Asset-backed Securities and Its Implications for the Candadian ABS Market
Michael K. Feldman,Simon C. Knowling,Rose Bailey and Andrew J. Beck of Torys LLP
On December 15, 2004, the U.S. Securities and Exchange Commission approved a comprehensive final rule (SEC Rule) that sets out the registration, disclosure and reporting requirements for asset-backed securities (ABS) under U.S. securities laws.
Con: It's not Our Job
Steven C. Krane*
Lawyers have traditionally been able to provide their clients with dispassionate legal advice based on a full understanding of the relevant facts. Because of the evidentiary privilege that attaches to attorney-client communications, and the strict ethical obligations of confidentiality in effect in all disciplinary jurisdictions in the United States, clients are allowed and encouraged to be completely candid with counsel.
First Circuit: No Duty To Disclose Conflict Between Board and CEO in IPO Registration Documents
Cadwalader, Wickersham & Taft LLP
The First Circuit Court of Appeals recently affirmed that Section 11 of the Securities Act of 1993 (the "1933 Act").
Considerations of an IPO
Taubman, Louis E. of Kogan & Associates, L.L.C.
The decision to take a company public in the form of an initial public offering (IPO) should not be considered.
SEC Accelerates and Expands Reporting of Significant Events on Form 8-K (4/04)
Morrison & Foerster LLP
Although the SEC's original Form 8-K proposal pre-dated the Sarbanes-Oxley Act of 2002 (the "Act"), final adoption of the amendments is responsive to the Act's explicit mandate for public companies to report presumptively material information "on a rapid and current basis." The Form 8-K Amendments also signal the possible beginning of the transition from a "periodic" to a "continuous" public company reporting system.
Sarbanes-Oxley Act of 2002: SEC Adopts Rules Regarding Disclosure of Off-balance Sheet Arrangements and Aggregate Contractual Obligations
Joseph D. Masterson and Seth L. Smythe of Quarles & Brady LLP
In late January 2003, the SEC adopted final rules implementing Section 401(a) of the Sarbanes-Oxley Act of 2002 regarding disclosure of off-balance sheet arrangements and aggregate contractual obligations.