August 2007 Archives
SEC Issues Proposed Revisions of Limited Offering Exemptions in Regulation D
PDF version On August 3, 2007, the SEC issued a series of proposed revisions [1] to Regulation D. These proposals include changes to the definition of “accredited investor,” a new exemption from the registration requirements of the Securities Act of 1933 for offers and sales to “large accredited investors,” a new rule to restrict certain “bad actors” from relying on Regulation D, and other general changes.
SEC Issues Advisers Act Antifraud Rule Release
PDF version On August 3, 2007, the SEC issued its release relating to the adoption of Rule 206(4)-8 under the Investment Advisers Act of 1940 (Advisers Act), which prohibits advisers to pooled investment vehicles from making false or misleading statements to investors or prospective investors in those pools, or otherwise defrauding those investors or prospective investors. The rule also gives the SEC the ability to bring an enforcement action against advisers that defraud investors or prospective investors in pooled investment vehicles. The SEC adopted the rule as proposed.
SEC Adopts Final Rule Regarding Internet Access to Proxy Materials
PDF version The SEC recently adopted amendments to the proxy rules under the Securities Exchange Act of 1934 (the Exchange Act), which enable shareholders to choose the means by which they access proxy materials and require issuers to make proxy materials available via the Internet. In particular, the amendments provide that issuers must comply with the notice only option, the full set delivery option, or a combination of the two when distributing proxy materials to shareholders.
The D.C. Circuit’s Remand of the SEC’s Order Sustaining an NASD Disciplinary Proceeding Puts Focus on the Standard for SEC Review of Sanctions Imposed by SROs
PDF version A recent opinion by the D.C. Circuit in PAZ Securities, Inc. v. SEC, No. 05-1467 (D.C. Cir. July 20, 2007), has dealt yet another blow in what had been, until a mere 18 months ago, the NASD’s and other SROs’ virtually routine practice of barring individuals and expelling members for refusing to provide information in the course of examinations and investigations. PAZ involved an NASD member firm’s appeal of a Securities and Exchange Commission (the Commission) order affirming the firm’s expulsion and its president’s bar from the industry for failing to comply with various examination requests. In overturning the Commission’s order, the D.C. Circuit held that the Commission should have considered certain mitigating factors and identified the remedial—as opposed to punitive—purpose served by the NASD’s sanctions.