August 5, 2010
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President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) on July 21, 2010. Dodd-Frank is an ambitious overhaul of the financial regulatory system, addressing many of the lapses in oversight, judgment, imagination, transparency and accountability that contributed to the 2008 financial crisis.
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June 22, 2010
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In a move that brings a sigh of relief more audible from Main Street than Wall Street, the Senate approved a bipartisan amendment to its financial reform bill to preserve the viability of the registration exemption most frequently used to raise capital for early stage companies.
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June 7, 2010
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Prompted by a recent CBS News report on inadvertent disclosures of personal information stored on copy machine hard drives, the U.S. Federal Trade Commission (FTC) has begun contacting copier manufacturers and resellers to determine whether they are warning customers of potential data security vulnerabilities and providing options for secure copying. While the FTC may be investigating copier manufacturers and resellers, companies that own, lease or use copiers or similar multifunction printers need to be aware of the relevant data security issues in order to take proper steps to avoid an inadvertent security breach.
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May 5, 2010
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The Private Securities Litigation Reform Act of 1995 (PSLRA), codified in Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of the Securities Exchange Act of 1934 (Exchange Act) and implemented in part by Exchange Act Rule 3b-6, provides a safe harbor from private securities liability for written or oral forward-looking statements that meet the conditions of the Act. The key to obtaining the protections of the PSLRA is the provision of meaningful cautionary statements identifying important factors that could cause actual results to differ from those anticipated in the forward-looking statements.
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March 12, 2010
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Premised on a belief that advisory clients need more protection under the Investment Advisers Act of 1940 (the Advisers Act) when a registered investment adviser (RIA) has custody of client funds or securities, the Securities and Exchange Commission (SEC) issued a final rule on December 30, 2009, adopting amendments to Rule 206(4)-2, the custody rule, and certain related provisions of Rule 204-2, Form ADV and Form ADV-E. Except as otherwise discussed in this e-blast, RIAs must comply with the amendments effective March 12, 2010.
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March 11, 2010
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In the current era of heightened awareness surrounding nonprofit governance, nonprofit boards and their directors are often called upon to consider and interpret the public disclosure obligations of their nonprofits.
Polsinelli Shughart Attorneys Bill Quick and Amy Hornbeck Abrams recently authored an article, which appears in the March 2010 issue of The Journal of the Kansas Bar Association and addresses factors affecting a nonprofit organization’s potential disclosure obligations through its Internal Revenue Service tax filings and application of the Kansas Sunshine Laws.
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March 2, 2010
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The Securities and Exchange Commission (SEC) has adopted significant amendments to its proxy disclosure rules, effective February 28, 2010. The amendments will be effective for most companies this proxy season and are contained in SEC Release No. 33-9089, 34-61175.
In light of the new rules, we recommend you review your director and officer questionnaire and make the changes needed to provide the required disclosures.
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February 1, 2010
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The U.S. Supreme Court handed down a groundbreaking decision in Citizens United v. Federal Election Commission on January 21, 2010. In summary, the Supreme Court ruled as unconstitutional the prohibition on corporations using their funds to pay for campaign advertisements regarding an issue or political candidate.1 Although the political and practical implications of this ruling to our society will be debated and analyzed for many years to come, the effect this will have on corporate America is immediate, specifically in regard to corporations and their boards, management, shareholders and corporate governance policies, practices and procedures.
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October 7, 2009
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The Securities and Exchange Commission (SEC) recently deferred smaller reporting company compliance with the attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (SOX) for the fourth, and last, time. This is the fifth year that auditor attestations have been required for larger public company peers.
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July 30, 2009
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Executive compensation, corporate transparency and accountability, hedge funds and ratings agencies continue to attract attention at the SEC, Treasury and in Congress in the wake of the financial crisis. Proposed new regulations and legislation promise to have a profound effect on public companies, private funds, borrowers and investors. To keep everyone apprised of these important developments, our Corporate Finance and Securities Group has prepared this alert.
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July 2, 2009
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Among the executive compensation provisions of the United States Treasury Department’s Capital Purchase Program (CPP) under the Emergency Economic Stabilization Act of 2008 is the mandate that a participating institution’s compensation committee review its incentive compensation arrangements with the senior risk officer to determine whether those arrangements encourage officers to take unnecessary and excessive risks that threaten the value of the institution. Publicly held institutions are required to disclose the results of this analysis in the Compensation Discussion and Analysis (CD&A) section of their annual proxy statement.
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June 17, 2009
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This e-Alert is prepared as a source of general information concerning recent legal developments. If you would like more information, please contact a member of our Corporate, Tax or Real Estate Finance groups. For a printable version of this Client Advisory, click here.
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May 13, 2009
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Among the executive compensation provisions of the United States Treasury Department’s Capital Purchase Program (CPP) under the Emergency Economic Stabilization Act of 2008 is the mandate that a participating institution’s compensation committee review its incentive compensation arrangements with the senior risk officer to determine whether those arrangements encourage officers to take unnecessary and excessive risks that threaten the value of the institution. Publicly held institutions are required to disclose the results of this analysis in the Compensation Discussion and Analysis (CD&A) section of their annual proxy statement.
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