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SEC Proposes Changes to Various Reporting Requirements for Investment Advisers
On May 20, 2015, the Securities and Exchange Commission (SEC) unanimously approved a proposal of additional amendments to the Investment Advisers Act of 1940 (Advisers Act) 1 : specifically, three changes to Form ADV 1A, and one revision to the...
MLP Qualifying Income – Treasury and IRS Issue Proposed Regulations
On May 5, 2015, the Department of the Treasury and the Internal Revenue Service (IRS) issued proposed regulations that provide much-anticipated guidance on the scope of qualifying income under Section 7704(d)(1)(E) of the Internal Revenue Code (Code) for master limited...
SEC Proposes Rules for Pay for Performance Disclosure
On April 29, 2015, the Securities and Exchange Commission proposed rules requiring companies to disclose the relationship of executive pay to performance as required by Section 953 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under Dodd-Frank, the...
Year Long Pause Lifted on MLP Qualifying Income Private Letter Rulings – Proposed Regulations to be Issued
Following a year long pause, the IRS announced Friday that it has resumed its review of pending private letter ruling (PLR) requests and is accepting new PLR requests concerning MLP qualifying income under Section 7704(d)(1)(E) of the Internal Revenue Code...
Ninth Circuit Holds that Acquisition Violates Antitrust Laws
On February 10, 2015, the U.S. Court of Appeals for the Ninth Circuit affirmed a district court decision finding that the merger of two healthcare providers in Idaho violated antitrust laws. St. Alphonsus Medical Center-Nampa Inc. et al. v. St...
SEC Proposes Rules for Hedging Policy Disclosure
The Securities and Exchange Commission has proposed rules to implement the disclosure of hedging policies as required by Section 955 the Dodd-Frank Wall Street Reform and Consumer Protection Act. If adopted, these rules would require a registrant to disclose, in...
The Bureau of Economic Analysis Reporting Requirements for Foreign Direct Investment: Still Time for Timely Filing
In September of 2014, new foreign investment reporting requirements from the Department of Commerce’s Bureau of Economic Analysis (BEA) became effective. The new regulations require the BEA to collect data on the acquisition or establishment of U.S. business enterprises by...
SEC Staff Revises Guidance on Shortened Debt Tender Offers, Expands Guidance to Cover Tender Offers for High-Yield Debt and Certain Exchange Offers
The staff of the Securities and Exchange Commission recently issued a no-action letter that substantially revises its long-standing guidance for shortened tender offers for non-convertible debt securities. The letter permits debt tender offers meeting certain conditions to be held open...
Greater Good Adds More Complexity for Contractors in the Middle East
On January 29, 2014, the Federal Acquisitions Regulations Council published the final rule amending the Combating Trafficking in Persons for U.S. government contracts (the "Anti-Human Trafficking Rule"). The Anti-Human Trafficking Rule implements several new compliance and reporting measures that enhance...
Lincolnshire Pays $2.3 Million to Settle SEC Charges of Misallocation of Portfolio Company Expenses
To listen to the podcast, please click here . On September 22, 2014, New York-based private equity firm Lincolnshire Management, Inc. (Lincolnshire) agreed to pay $2.3 million to settle Securities and Exchange Commission (SEC) allegations that Lincolnshire misallocated portfolio company...
Texas Supreme Court Rejects a General Cause of Action for Minority Shareholder Oppression
The Supreme Court of the State of Texas recently issued a significant opinion relating to the remedies available to minority shareholders of Texas corporations. In Ritchie v. Rupe , No. 11-0447 (Tex. June 20, 2014), available here , the Court...
SEC's Findings and Observations on OCIE's Presence Exam Initiative
To listen to the podcast, please click here . During his speech on May 6, 2014, Andrew J. Bowden, the Director of the Office of Compliance, Inspections, and Examinations (OCIE) of the Securities and Exchange Commission (SEC) provided an overview...
SEC Establishes Cybersecurity Initiative for Broker-Dealers and Investment Advisers
To listen to the podcast, please click here . On April 15, 2014, the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission (SEC) released a National Exam Priority Risk Alert announcing its initiative to evaluate...
Distress in the Defense Industry: Opportunities and Obstacles
To listen to the podcast, please click here . The U.S. defense industry is facing a new battle – financial distress. Withdrawal of U.S. forces from Afghanistan and Iraq combined with reductions in the defense budget and sequestration have taken...
SEC Lifts Ban on General Solicitation
On July 10, 2013, the Securities and Exchange Commission (SEC), in a 4-1 vote, adopted a rule lifting the ban on "general solicitation" and advertising in Rule 506 offerings. The ban has historically barred issuers from publicizing fundraising efforts and...