On August 16, 2011, the Public Company Accounting Oversight Board (“PCAOB”) issued a Concept Release on Auditor Independence and Audit Firm Rotation (“Concept Release”). The Concept Release, available at http://pcaobus.org/Rules/Rulemaking/Docket037/Release_2011-006.pdf, solicits public comment on steps it could take under its existing authority to enhance auditor independence, objectivity, and professional skepticism, including, most notably, imposing for the first time mandatory audit firm rotation on public companies.
Archives for August 2011
The SEC’s Final Whistleblower Rules: The Floodgates Open on a New Wave of Whistleblower Claims, as the SEC Authorizes Massive Bounties to Anonymous Tipsters
New York partner Jonathan C. Dickey and associate Brian M. Lutz are authors of “The SEC’s Final Whistleblower Rules: The Floodgates Open on a New Wave of Whistleblower Claims, as the SEC Authorizes Massive Bounties to Anonymous Tipsters” [PDF] published in the July/August 2011 issue of Thomson Reuters’ Securities Litigation Report.
SEC Adopts New Rules to Replace Use of Credit Ratings in Short-Form Eligibility Criteria
On July 26, 2011, the Securities and Exchange Commission ("SEC") adopted new rules to eliminate an issuer’s credit rating as one of the "transaction requirement" criteria by which an issuer can qualify for the short-form registration process on Forms S-3 and F-3. The new rules correspondingly modify Forms S-4 and F-4 to the extent that these forms reference the amended contents of Forms S-3 and F-3. The SEC also adopted conforming amendments to Rules 134, 138, 139 and 168 to remove the safe harbor for including credit ratings in communications by issuers and broker/dealers. The new rules were adopted pursuant to Section 939A of the Dodd‑Frank Act ("Dodd-Frank"), which requires the SEC to modify its regulations to "remove any reference to or requirement of reliance on credit ratings and to substitute in such regulations such standard of credit-worthiness" as the SEC deems appropriate.
The Securities and Exchange Board of India Once Again Takes the View That Put/Call Options Are Unenforceable under Indian Law
In a letter dated May 23, 2011, the Securities and Exchange Board of India (“SEBI”, and such letter, the “SEBI Letter”) took the view that put/call options governing the shares of an Indian public listed company are unenforceable. This is consistent with the view SEBI had taken previously, in an unpublished letter dated March 18, 2011, issued in connection with the proposed acquisition by UK based Vedanta Resources Plc. (an English company) and others of a majority stake in Cairn India Limited.[1]
SEC Finalizes Investment Adviser Registration Exemptions and Grants Extension to New Registrants
New York partner Edward Nelson, Washington, D.C. partner C. William Thomas and New York associate Ebonie Hazle are the authors of "SEC Finalizes Investment Adviser Registration Exemptions and Grants Extension to New Registrants" [PDF] published in the August 1, 2011 issue of BNA’s Securities Regulation & Law Report.
The Extraterritorial Application of the Dodd-Frank Whistleblower Provisions
Washington, D.C. partner Jason Schwartz and associate Thomas Johnson are the authors of "The Extraterritorial Application of the Dodd-Frank Whistleblower Provisions" [PDF] published in the August 2011 issue of ALM’s Law Journal Newsletters: Employment Law Strategist.