[!<CDATA[ Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to shareholders voting by proxy in contested director elections. Universal proxy cards will require the company and the dissident to each list all nominated directors on their proxy cards ...
On April 4, 2011, the Honourable Benoît Morin, speaking for the Court of Appeal, with Justices Michel Robert and Jacques A. Léger concurring, issued a judgment co nfirming the decision of the Superior Court rendered on April 22, 2009 by the Honourable Jean-Yves Lalonde. The case arose out of the bankruptcy of Stonehaven Country Club Resort & Spa L.P. (“Stonehaven”)(1) ; the Court had to rule on the validity of Investissement Québec’s claim against the bankrupt co mpany ...
On May 23, 2019, by a vote of 417-3, the United States House of Representatives passed the Setting Every Community Up for Retirement (SECURE) Act. Notwithstanding broad bipartisan support, the bill stalled in the United States Senate until Dec. 19, 2019, when it passed a budget reconciliation bill (H.R. 1865, the Further Consolidated Appropriations Act of 2020 [the “Act”]), which contains the provisions from the SECURE Act. The president signed the Act on Dec. 20 ...
As part of our series of continuing updates1 on different aspects of The Setting Every Community Up For Retirement Enhancement Act of 2019 (the “SECURE Act”) and related legislation that may impact (or provide opportunities for) employers that sponsor retirement plans, this alert provides an overview of changes to rules related to nondiscrimination testing where defined benefit plans have been frozen or closed to new participants under the SECURE Act, and a reduction in the m
The Setting Every Community Up For Retirement Enhancement Act of 2019 (the “SECURE Act”), made sweeping changes to retirement plan rules ...
In the recent case of Re Shum Tung Lam formerly known as Shum Wan Man [2020] HKCFI 1720, the Court of First Instance was asked to clarify the requirements under section 30A(6) of the Bankruptcy Ordinance (Cap. 6) (BO) which governs objections made by creditors or trustees to the automatic discharge of a bankrupt from bankruptcy ...
Here’s a fun conversation starter for lenders, borrowers and attorneys who regularly work on HUD-insured multifamily and health care facility loans: If HUD had a list of Ten Commandments for obtaining a HUD-insured loan, what would be Commandment No. 1? Most professionals in the HUD-insured loan universe would likely put the “first lien” requirement at or near the top of the list of Ten Commandments ...
The purpose of section 197 of South Africa’s Labour Relations Act, 1995 (“LRA”) is to protect and maintain employment in circumstances where a transfer of business takes place. In terms of section 197 and section 197B(1)(b), a “transfer” means the transfer of a business by one employer (the old employer) to another employer (the new employer) as a going concern ...
Argentina has thwarted debt security holders’ attempts to collect on their bond default judgments stemming from the nation’s 2001 economic collapse and subsequent repayment moratorium.EM Ltd. and NML Capital, Ltd ...
The Securities and Exchange Commission (SEC) recently adopted rules to update the statistical disclosures that bank holding companies, banks, savings and loan holding companies, and savings and loan associations (Financial Institutions) provide to the market. The rules will eliminate Guide 3 and will replace it with new Subpart 1400 of Regulation S-K. The rules primarily streamline former Guide 3 disclosures and eliminate disclosures that overlap with SEC rules and U.S ...
Issuers and borrowers who enter into continuing disclosure undertakings on or after February 27, 2019 in connection with the offering of municipal securities will be required to report two new material events. The Securities and Exchange Commission (SEC) is implementing the amendment to Rule 15c2-12 of the Securities Exchange Act of 1934 (Rule 15c2-12) by virtue of Release No ...
According to several sources, we understand that the SEC is reportedly investigating public companies that received funds under the Paycheck Protection Program (PPP). Established under the CARES Act in response to the coronavirus (COVID-19) pandemic, the PPP provided funding to eligible companies for payroll and other eligible costs, but the SEC is now reportedly investigating some of those very recipients and using their public disclosures to assess eligibility and need ...
As discussed on this blog, the Securities and Exchange Commission (SEC) has issued a number of orders providing conditional regulatory relief for certain publicly traded company filing obligations as a result of the challenges created by the spread of the coronavirus (COVID-19) ...
The Securities and Exchange Commission (the “SEC”) recently published six new Compliance and Disclosure Interpretations (“C&DIs”) related to the verification process for accredited investors under Rule 506(c) of Regulation D. The C&DIs indicate that the SEC is strictly construing the income and net worth safe harbors for verification of a purchaser’s status as an accredited investor ...
On March 4, 2020, the U.S ...
"This [provision of the Sarbanes Oxley Act] is about making sure those lawyers. . . don’t violate the law and, in fact, more importantly, ensure that the law is being followed." -- Senator John Edwards, July 10, 2002 On November 21, 2002, the SEC proposed a new Rule 205 entitled “Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer” (the “Standards”) ...
On February 7, 2018 the SEC Office of Compliance Inspections and Examinations (OCIE) issued the 2018 National Exam Program Examination Priorities. In introducing the examination priorities for 2018, OCIE describes the four pillars upon which the work of OCIE is based: promoting compliance; preventing fraud; identifying and monitoring risk; and informing policy. OCIE includes in the examination priorities factual data relating to the increase in examinations of investment advisers ...
The Securities and Exchange Commission (SEC) announced on May 3, 2022 the near doubling of the unit responsible for protecting investors in crypto markets and from cyber-related threats by allocating 20 additional positions to that team. The rebranded Crypto Assets and Cyber Unit (formerly known as the Cyber Unit) (CACU), which is part of the Division of Enforcement, will now number 50 full-time professionals. “The U.S ...
The Philippine Securities and Exchange Commission ("SEC") issued SEC Memorandum Circular No. 17, series of 2023, titled Extension of Amnesty Applications until 06 November 2023 (SEC MC No. 17-2023 or the "Circular") to grant a final extension up to November 6, 2023 for amnesty applications for late and non-filing of general information sheets ("GIS"), annual financial statements ("AFS"), as well as non-compliance with SEC Memorandum Circular No ...
On July 10, 2013, the United States Securities and Exchange Commission (the “SEC”) adopted amendments to Rule 506 of Regulation D under the Securities Act of 1933, as amended, that will lift the ban on general solicitation for certain private offerings, including offerings of private fund interests (“New Rule 506(c)”). New Rule 506(c) will become effective 60 days after publication in the Federal Register ...
On March 4, 2020, the Securities and Exchange Commission (SEC) issued a massive, 341-page release proposing “a set of amendments that would harmonize, simplify, and improve the exempt offering framework to promote capital formation and expand investment opportunities while preserving and enhancing important investor protections ...
The Securities and Exchange Commission (SEC) has issued Memorandum Circular No. 23, Series of 2020 (CDV Circular), dated August 18, 2020, which provides a regulatory framework for the creation and operation of Corporate Debt Vehicles (CDV). The circular aims to alleviate the adverse economic effects of the COVID-19 pandemic on large corporations and medium-sized enterprises by giving them another mode of raising capital through the intermediation of a mutual fund. 1 ...
The U.S. Securities and Exchange Commission (the “SEC”) has issued Proposed Rules (the “Proposed Rules”) to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, addressing what has been commonly referred to as “pay-versus-performance ...
On Oct. 8, 2020 the SEC issued a joint statement on additional Form CRS guidance regarding firms’ disciplinary history. The statement was released in tandem with several new FAQs, which help clarify firms’ disclosure obligations as they relate to disciplinary history. The update guidance comes in response to the SEC’s early review of firms’ Form CRS filings ...
