On July 28, 2011, the Securities and Exchange Board of India ("SEBI") proposed new Takeover Regulations based on recommendations of the Takeover Regulations Advisory Committee ("TRAC"). While a takeover code in India has been in place since 1997 (revised and amended from time to time), SEBI constituted the TRAC in September 2009 to review the existing regulations and make them more relevant for present day transactions. While TRAC submitted its report in 2010, SEBI proposed the new Takeover Regulations subsequent to its internal deliberations. The major changes to the existing Takeover Regulations, inter alia, include:
Archives for July 2011
2011 Mid-Year Securities Litigation Update
In the first half of 2011, the United States Supreme Court decided a trio of securities class action cases, and what may be the most significant class certification decision in several decades; new case filings continue to trend upward; and major “credit crisis” cases are beginning to be resolved
Coping with the New Whistleblower Rules
Washington, D.C. partner John Sturc, associate Molly Claflin and Palo Alto associate Joshua Dick are the authors of "Coping with the New Whistleblower Rules" [PDF] published in the June 27, 2011 issue of Compliance Reporter magazine.
D.C. Circuit Vacates Securities and Exchange Commission’s Proxy Access Rule
Today the federal appellate court in Washington, D.C. invalidated the SEC’s "proxy access" rule, which would have required that director candidates nominated by certain large shareholders be included in a company’s proxy materials.
The SEC Finalizes Its Private Fund Adviser Registration Rules and Related Exemptions
On June 22, 2011, the Securities and Exchange Commission (the “SEC” or the “Commission”) voted to adopt final rules[1] to implement amendments to the Investment Advisers Act of 1940 (the “Advisers Act”) contained in Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).[2]
2011 Mid-Year Securities Enforcement Update
I. Overview of the First Half of 2011
Robert Khuzami, the Director of the Division of Enforcement (the “Division”) of the SEC, recently took stock of the SEC’s accomplishments in the two years since he began his term. Specifically, he focused on the Division’s restructuring, calling it the “most significant” since the Division’s creation almost 40 years ago.[1] In describing the restructuring, he noted that it was composed of many initiatives that were intended to achieve a series of common goals including: achieving a better understanding of the products, markets, transactions and practices policed by the Commission; identifying and terminating fraud and misconduct more quickly; increasing efficiency in the use of resources; and maximizing the Division’s deterrent impact by swiftly addressing threats as they develop and before they can permeate entire business lines or industries.[2]
The Employee Strikes Back
London partners James Cox and Selina Sagayam, and Century City associate Michael Titera are the authors of "The Employee Strikes Back" [PDF] published in the July/August 2011 issue of IFLR.
Self-Reporting Is Getting Complicated: Balancing FINRA’s Rule 4530 and the SEC’s Whistleblowing Requirements
FINRA rule 4530 will take effect on July 1, 2011. The new rule, part of FINRA’s consolidated rulebook process, adds to the reporting requirements currently found in NASD rule 3070 and New York Stock Exchange rule 351. Specifically, broker-dealers will soon be required to: (1) notify FINRA of certain regulatory, litigation, and related events; (2) make quarterly reports of customer complaints and (3) file copies of certain criminal actions, civil complaints, and arbitration claims with FINRA. Even if rule 4530 does not mandate the reporting of a particular event, there may be occasions when a broker-dealer will still want to notify the SEC of the information in order to foreclose a characterization of "original information" under the whistleblower provisions of Section 21F of the Securities Exchange Act of 1934.