Committee Activity in Review

As published in the NY Business Law Journal:

winter 2013 NY BUSINESS LAW JOURNAL
SECURITIES REGULATION COMMITTEE

The Securities Regulation Committee combines experienced securities practitioners, new lawyers and those in between. The securities laws are complex and always changing, so we all have plenty to learn and talk about. The Committee has dinner meetings generally on the third Wednesday of every month, with two hours of presentations (for CLE credit) on topics from every corner of the securities laws. In recent months we’ve heard about the amendments to the SEC’s private placement rule, Rule 506, to permit general solicitation and disqualify so-called bad actors, amendments to SEC rules on financial responsibility and reporting by broker-dealers, changes to FINRA’s Corporate Financing Rule and the related fi ling and review process, and the SEC’s proposed rule on pay ratio disclosure and other rulemaking on compensation disclosure mandated by the Dodd-Frank Act. The Committee also comments on rule proposals, and in September we submitted a comment letter on the SEC’s proposed additional amendments to Rule 506, Rule 156 and Form D.

In June, Howard Dicker completed a three-and-a-half year tenure as Chair of the Committee. Howard was not only knowledgeable and insightful, and able to attract consistently interesting speakers to meetings, but also a warm and engaging host. His years of service to the Committee are very much appreciated, and we’re glad that he will still be involved in the Section’s leadership.

-- Peter W. LaVigne, Chair

summer 2013 NY BUSINESS LAW JOURNAL
SECURITIES REGULATION COMMITTEE

The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford Committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last Committee report in the Winter 2012 Journal, among the topics presented at meetings were:

1. How New European Union Regulations Impact U.S. Markets (market infrastructure regulations and short selling regulations)

2. Ethics and Managing a Corporate Crisis

3. ISS 2013 Proxy Voting Guidelines and Preparing for the Upcoming Proxy Season

4. Former SEC Commissioners Speak about the Past and Future of the SEC, plus More

5. Latest Developments in CFTC Regulation of Private Funds: Congratulations, you’re a commodity pool operator—Now what?

6. PIPES, Hedging and SEC Enforcement

7. Cyber Attacks and Social Media

8. The Controversy Over Changes To 13D Beneficial Ownership Reporting

9. Decimalization: Is the Penny Tick Size Harming the U.S. Capital Markets?

10. Everything You Always Wanted to Know About Depositary Receipt Programs* (*But Were Afraid To Ask)

In addition, our Private Investment Funds Subcommittee held a meeting in December 2012, titled “U.S. Foreign Account Tax Compliance Act (FATCA): Meeting the New Deadlines.” The Subcommittee closely tracks developments and emerging trends in the private investment funds industry.

For more information about, and how to join, the Securities Regulation Committee and Private Investment Funds Subcommittee, go to the website www.nysba.org/SecuritiesRegulation or www.nysba.org/PIF.  We are also on LinkedIn at www.nysba.org/SecuritiesRegulationLinkedIn  or www.nysba.org/PIFLinkedIn

-- Howard Dicker, Chair

Winter 2012 NY Business Law Journal
Securities Regulation Committee

The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford Committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last Committee report in the Summer 2012 journal, among the topics presented at meetings were:

1. Social Media and the Securities Lawyer: A User’s Guide
2. Recent SEC Enforcement Activities and Current Initiatives
3. JOBS Act: Changes to the Capital Raising Process
4. Securities Enforcement: Insights from a Recent Former Prosecutor
5. FINRA Rules Update
6. Financial Regulatory Reform Update
7. Securities Arbitration
8. Effects of the JOBS Act on Marketing Activities of Private Investment Funds
9. Confl icts of Interest and Other Ethics Issues in Private Equity Funds
10. Capital Raising or Hair Raising: The Trials of JOBS (including an analysis of the proposed rule to eliminate general solicitation)
11. Rational Boundaries for SEC Cost-Benefi t Analysis
12. CFTC & SEC Update: Clarifi cations to the End-User Exception to Mandatory Clearing Requirements
and New Rules for Swap Participants

In addition, our Private Investment Funds Subcommittee held a meeting in April 2012, titled “Unpacking New Form PF: What You Need to Know, Now.” In June 2012, we had a meeting on “SEC Adviser Examinations: Are You Ready?” At this meeting our speakers included a former Director of the SEC’s Division of Investment Management and an SEC Associate Director who currently heads the National Investment Adviser/Investment Company Examination Program. The Subcommittee closely tracks developments and emerging trends in the private investment funds industry.

Furthermore, in October, the Committee submitted a comment letter to the SEC on proposed rules Eliminating the Prohibition Against General Solicitation/Advertising in Rule 506 and Rule 144A. Finally, two of our members gave a presentation called “Capital Raising or Hair Raising: The Trials of JOBS” at the Business Law Section Fall Meeting held in Ithaca, NY.

For more information about, and how to join, the Securities Regulation Committee and Private Investment Funds Subcommittee, go to the website www.nysba.org/ SecuritiesRegulation or www.nysba.org/PIF. We are also on LinkedIn at www.nysba.org/SecuritiesRegulation- LinkedIn or www.nysba.org/PIFLinkedIn.

- Howard Dicker, Chair

Summer 2012 NY Business Law Journal
Securities Regulation Committee

The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford Committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last Committee report in the Winter 2011 issue of this Journal, among the topics presented at meetings were:

1. Recent Accounting/Auditing Developments that Lawyers Need to Know
2. The SEC’s New Rule on Large Trader Reporting and new Form 13H: With Filing and Compliance Deadlines Looming – Are you ready?
3. What’s New From FINRA
4. Developments in PIPES, Registered Directs and Other Capital Raising Techniques
5. ISS 2012 Proxy Voting Guidelines and Preparing for the Upcoming Proxy Season
6. What You Don’t Know About OTC Markets (formerly known as Pink Sheets)
7. Ethics Issues for Swap and Other Lawyers
8. Blue Sky and Investment Advisers 2012
9. Early Reports of the 2012 Proxy Season and Shareholder Activism: Things are Heating Up
10. Crisis Communications: From FBI Raids to DWI
11. Crowfunding—making it easier for entrepreneurs to obtain capital or for fraudsters to fleece grandma?
12. CFTC Final Rules Amend Commodity Pool Operator and Commodity Trading Advisor Registration and Compliance Obligations: some exemptions retained but more advisors will need to register

In addition, our Private Investment Funds Subcommittee held a meeting in February 2012, which I titled the “Alphabet Soup of Forms For Investment Advisers Plus Some of the Latest Developments.” We covered issues relating to a seeming alphabet soup of forms applicable to advisers (e.g., Treasury’s TIC Forms SLT and SHC, Bureau of Economic Analysis BE forms, and SEC Form ADV). The Subcommittee closely tracks developments and emerging trends in the private investment funds industry.

For more information about, and how to join, the Securities Regulation Committee and Private Investment Funds Subcommittee, go to the website www.nysba.org/SecuritiesRegulation or www.nysba.org/PIF. We are also on LinkedIn at www.nysba.org/SecuritiesRegulationLinkedIn or www.nysba.org/PIFLinkedIn.

-- Howard B. Dicker, Chair

Winter 2011 NY Business Law Journal
Securities Regulation Committee

The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last committee report in Summer 2011, among the topics presented at meetings were the following:

1. Lessons to Be Learned from the Financial Crisis: A Focus on Financial Regulatory Reform
2. An SRO for Investment Advisers
3. The New SEC Whistleblowers Rules: A Changing Landscape for Compliance Programs
4. Trading Securities in Private Companies (like Facebook and Twitter)
5. What Is Material Information? How We Can Learn From Securities Litigation Experts.
6. Unsettled SEFs [Swap Execution Facilities]: Uncertainty under Unfolding SEC and CFTC Regulations
7. Political Spending by Public Companies—Ripe for Regulation?
8. Proxy Access Shareholder Proposals for 2012—Let the Games Begin

In addition, our Private Investment Funds Subcommittee has gotten off to a great start since its inaugural meeting in March 2011. Its mission is to closely track developments and emerging trends in the private investment funds industry. The subcommittee will monitor the adoption of new rules and regulations and pending proposals for reform. It will also monitor the emergence of new industry standards and best practices in respect to fund formation and operations. The subcommittee expects to meet on a quarterly basis. We’ve had two meetings since March 2011. In June 2011, there was a presentation on “FCPA and UK Bribery Act Enforcement for Asset Managers.” And in October we had a presentation on “Investment Adviser Registration Rules and Current SEC Initiatives—Dialogue with the SEC Staff,” featuring the newly appointed branch chief of the SEC‘s recently formed Private Fund Adviser Regulation Branch.

For more information about, and how to join, the Securities Regulation Committee and Private Investment Funds Subcommittee, go to the website www.nysba.org/SecuritiesRegulation or www.nysba.org/PIF. We are also on LinkedIn (member only) at www.nysba.org/SecuritiesRegulationLinkedIn or www.nysba.org/PIFLinkedIn.

---Howard Dicker, Chair

Summer 2011 NY Business Law Journal
Securities Regulation Committee

The Securities Regulation Committee has continued its monthly meeting programs addressing a wide range of matters of importance to securities law practitioners. Our dinner meetings tend to foster lively discussions, and afford Committee members an opportunity to discuss “hot topics” with persons closely associated with them. Since our last Committee report in Summer 2010, among the topics discussed at meetings were:

1. Corporate Governance and Risk
2. Fairness Opinions—Recent Cases and Other Developments
3. Financial Reform Legislation—an Insider’s View
4. Current Issues in Executing Capital Markets Transactions
5. FINRA Regulatory Notice 10-22: Obligation of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings, plus other developments
6. Reverse Mergers
7. Dodd Frank Act: (A) Investment Adviser registration and other provisions affecting Hedge Funds and Private Equity plus (B) the Corporate Governance & Executive Compensation provisions
8. Dodd-Frank Act: Derivatives provisions (that even non-derivatives lawyers need to know)
9. After the Subprime Crisis: A New Era of Financial Reporting
10. “Proxy Access”
11. Recent 2nd Circuit decision involving SOXA 304 (clawback) and indemnifi cation rights of the CEO and CFO
12. “Proxy Plumbing” & the SEC Concept Release
13. Hedge Fund Compliance: How to Avoid A Mess/FCPA Developments: Bribery and Corruption
14. Trends in Financial Statement Fraud/Current Issues at the PCAOB
15. Professional Responsibility and the General Counsel
16. SEC proposal on Investment Adviser Registration
17. SEC proposal on Whistleblower provision in the Dodd-Frank Act
18. Activist Investors and Activist Investing
19. Information Security in the Practice of Law
20. 2010 Securities Enforcement Update and 2011 Outlook
21. M & A Disclosure Matters and Other SEC Considerations
22. Recent “Poison Pill” Developments
23. New Lobbyist Regulations’ Impact on Investment Managers, Private Investment Funds, Placement Agents and Others
24. Dodd-Frank Act update and other developments for public companies

In addition, the Private Investment Funds Subcommittee was formed. Its mission is to closely track developments and emerging trends in the private investment funds industry. The subcommittee will monitor the adoption of new rules and regulations and pending proposals for reform. It will also monitor the emergence of new industry standards and best practices in respect of fund formation and operations. The subcommittee expects to meet on a quarterly basis. Participants will include law-firm and in-house practitioners representing both hedge fund and private equity/VC fund managers and investors. The subcommittee’s successful inaugural meeting was held on March 10, 2011, and had a presentation on “Recent Insider Trading Cases and Enforcement Activities.”

The Committee also submitted comment letters to regulatory authorities on a variety of proposed rules (some of which implement the Dodd-Frank Act):

• SEC: Disclosure Related to “Conflict Minerals”

• SEC: Disclosure of Mine Safety Information

• SEC: Disclosure by Resource Extraction Issuers

• SEC: (i) Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers and (ii) Rules Implementing Amendments to the Investment Advisers Act of 1940

• FINRA: amendments to FINRA Rule 5122 to Address Member Firm Participation in Private Placements

• CFTC: Commodity Pool Operators and Commodity Trading Advisors: Amendments to Compliance Obligations

---Howard Dicker, Chair