Peter H. Schwartz

Peter H. Schwartz

Partner

P: 303.892.7381

F: 303.893.1379

Assistant

Jean Steward

P: 303.892.7543

Admitted In

  • Colorado
  • District of Columbia
  • New York
  • Washington

Peter Schwartz’s principal areas of practice include corporate finance; public and private securities offerings; merger and acquisition transactions for public and private companies; and private equity and other alternative asset fund formation, mutual funds, and investment advisers. He also counsels clients on securities compliance and disclosures issues and general corporate and governance issues. 

Mr. Schwartz has written and co-written articles in several journals, such as wallstreetlawyer, and is the co-author and contributing author of several chapters in treatises on corporate and securities matters. He speaks frequently on corporate and securities topics. He has been named in The Best Lawyers in America® for mutual funds law since 2006, and was named 2013 Denver Lawyer of the Year for Mutual Funds Law by Best Lawyers®. Mr. Schwartz is a member of the Board of Directors for the Colfax Marathon and a member of the Colorado Lawyers Committee Executive Committee.

While pursuing his legal education at Columbia University, Mr. Schwartz was a Harlan Fiske Stone Scholar from 1993 to 1996, and the recipient of the Jane Marks Murphy Prize in 1996. 

Education

Columbia University, J.D., Harlan Fiske Stone Scholar, 1996
Massachusetts Institute of Technology, M.S.R.E., 1993
Massachusetts Institute of Technology, M.C.P., 1993
Princeton University, B.A., magna cum laude, 1989

August 2014

SEC/SRO Update

The Wall Street Lawyer

SEC Divisions Issue Regulatory Guidance on Proxy Advisory Firms and Proxy Voting Responsibilities; SEC Expands Insider Trading Probe of the House Ways and Means Committee; SEC Adopts Money Market Fund Reform Rules

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June 2014

SEC/SRO Update

The Wall Street Lawyer

CFTC Announces First Whistleblower Award; SEC Warns Investors about Marijuana-Related Investments amid Recent Trading Suspensions; SEC Issues Partial Stay of Conflict Minerals Rules; SEC Charges NYSE, NYSE ARCA, and NYSE MKT for Failures to Operate in Accordance with Exchange Rules

Read Update...

May 2014

DGS Attorneys Honored by the Colorado Lawyers Committee

Two DGS attorneys were honored today at the Colorado Lawyers Committee (CLC) 2014 Awards Luncheon. Geoffrey Klingsporn was recognized with the "Community Contribution Award" for his pro bono work on the voting rights case, Jones v. Samora and Peter Schwartz was nominated as a "2014 Individual of the Year" for his leadership of the Nonprofit Working Group and Clinic in a Box. 

Public Benefit Corporations in Colorado: New Kid on the Block

Nonprofit Colorado

On April 1, 2014 the Public Benefit Corporation Act of Colorado (PBCA) became effective, allowing for public benefit corporations (PBCs) to be formed under Colorado law. This article briefly discusses what PBCs are (and what they are not) and how they relate to nonprofit organizations in Colorado.

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April 2014

SEC/SRO Update

The Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

SEC Announces Largest Monetary Sanction for Rule 105 Short Selling Violations; OCIE Announces “Never-Before Examined Initiative” for Investment Advisers; Nominee as Chair of CFTC Provides Insights at Senate Confirmation Hearing; and SEC to Hold Cybersecurity Roundtable

Read Update...

February 2014

SEC/SRO Update

The Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

Enforcement Co-Director George Canellos to Leave SEC; SEC Announces 2014 Examination Priorities; CFTC Appoints Mark P. Wetjen Acting Chairman; FINRA Releases Enhanced Version of BrokerCheck

Read Update...

January 2014

DGS Public Company Update

Please join DGS; Julie Lutz, SEC Regional Director; John Walsh, U.S. Attorney for the District of Colorado; Rebecca Franciscus, SEC Attorney Advisor; and your public company peers for our 8th annual event. Topics will include securities and other enforcement trends affecting public companies, an update on securities offering reform, and preparing for the 2014 proxy season.

December 2013

SEC/SRO Update

The Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

SEC Announces First Deferred Prosecution Agreement with an Individual; SEC Assesses First Financial Penalty against a Municipal Issuer for Misleading Investors; and SEC to Hold Roundtable on Proxy Advisory Services.

Read Update...

October 2013

SEC/SRO Update

Joint Staff Advisory Issued on Business Continuity & Disaster Recovery Planning; SEC Investigates Nasdaq Trading Disruption; CFTC Issues Concept Release On Risk Controls & System Safeguards for Automated Trading Systems

August 2013

SEC/SRO Update

The Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

Court Rules against SEC Extraction Rules; FINRA Seeks New Rules on “Dark Pools”; SEC announces New Enforcement Initiatives & Task Forces

Read Update...

July 2013

SEC Approves General Solicitation and Advertising for Accredited Investor-Only Securities Offerings: Excludes

On July 10, 2013, the U.S. Securities and Exchange Commission ("SEC") fulfilled its Congressional mandate by adopting new rules that will dramatically affect the landscape for unregistered securities offerings in the United States. These new rules authorize the use of general advertising and general solicitation methods in accredited investor-only offerings under the newly amended Rule 506. Historically, securities offerings that were not registered with the SEC were uniformly described as "private offerings," because that was their common identifying feature – the securities could not be publicly offered. With the adoption of new Rule 506(c), that common understanding has been eliminated.

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June 2013

SEC/SRO Update

The Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

SEC Proposes Rules for Cross- Border Security-Based Swap Activities; Waters Introduces New Bill to Fund Investment Advisor Examinations; Continued Turnover at the SEC

Read Update...

April 2013

SEC/SRO Update

The Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

Supreme Court Rules Against the SEC in Gabelli; SEC Charges State of Illinois for Misleading Pension Disclosures; SEC Charges New York-Based Private EquityFund Advisers with Misleading Investors about Valuation & Performance; Harris & Hanson Reappointed to PCAOB; SEC Issues Risk Alert and Investor Bulletin on Investment Adviser Custody Rule

Read Update...

February 2013

SEC/SRO Update

The Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

More SEC Appointments and Departures; SEC Charges China Affiliates of Several Accounting Firms; More Social Media Disclosure Issues; SEC Issues New Municipal Bond Investor Bulletin

Read Update...

December 2012

SEC/SRO Update

Wall Street Lawyer

Co-Authors: Peter H. Schwartz and Crystal L. Gordon

Hurricane Sandy Temporarily Closes U.S. Financial Markets and SEC Issues Temporary Relief for Certain Filers; Calamari Named Director of the SEC’s New York Regional Office; SEC Announces Agenda and Panelists for Small Business Forum; Timeline for IFRS Adoption Still Unknown

Read Update...

October 2012

SEC/SRO Update

Wall Street Lawyer

Co-Authors: Peter H. Schwartz and Crystal L. Gordon

NYSE Agrees to Settle SEC Charges; SEC Adopts Rule for Disclosing Use of Conflict Minerals.

Read Update...

Colorado Governance Principles

Following revelations about the Enron and WorldCom scandals in 2001 and 2002, respectively, corporate governance rose to the top of the national agenda in the United States. To curb the practices that led to these and similar scandals by publicly held corporations, Congress enacted the Sarbanes–Oxley Act of 2002 (“Sarbanes–Oxley”).

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August 2012

45 DGS Attorneys Named Best Lawyers®

Forty-five DGS attorneys were named Best Lawyers® by publisher Woodward/White, Inc. in its annual guide recognizing legal excellence.

DGS Partners Named Lawyers of the Year by Best Lawyers®

DGS partners Zach Miller and Peter Schwartz were named 2013 Lawyers of the Year by Woodward/White, Inc., publisher of Best Lawyers®, in its annual guide recognizing legal excellence.

Navigating SEC Examinations of Investment Advisers

Davis Graham & Stubbs LLP and ACA Compliance Group invite you to join us for the next installment of the Colorado Compliance Roundtable Breakfast Series. The series is designed for investment adviser compliance professionals and includes content tailored for advisers who are newly registered or who have changed regulatory jurisdiction. 

SEC/SRO Update

Wall Street Lawyer

Co-Authors: Peter H. Schwartz and Crystal L. Gordon

SEC & CFTC Define Swaps; SEC Approves Rule Requiring Consolidated Audit Trail; SEC Issues Final Rule Regarding Listing Standards for the Independence of Compensation Committees & Compensation Advisors

Read Update...

June 2012

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter Schwartz and Crystal Gordon

Massive Microcap Trading Suspensions; More U.S./China Auditor Disputes; FINRA Announces New Filing System for Public Offering Filings; FINRA Board Member Steps Down

Read Update...

May 2012

DGS Honored as Law Firm of the Year and DGS Lawyers Recognized as Part of Team of the Year by the Colorado Lawyers Committee

Davis Graham & Stubbs LLP was recently honored as the Colorado Lawyers Committee (CLC) 2012 Law Firm of the Year for its pro bono contributions. Additionally, the Lobato Litigation Team, made up of more than 70 volunteers from a dozen law firms, including DGS, was named CLC Team of the Year for its pro bono work on Lobato v. State of Colorado. The awards, announced at the annual Awards Luncheon on May 21, recognize individuals and organizations that performed significant pro bono work through the CLC during 2011.

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April 2012

Colorado Exempts Most Family Offices and Venture Capital Fund Advisers from State Investment Adviser Licensing Requirements

On March 30, 2012, the Colorado Division of Securities issued an order (the “Order”) clarifying that, with some notable exceptions, investment advisers meeting the requirements of the federal exemptions for family office advisers, venture capital fund advisers, and foreign private advisers will be exempt from the adviser licensing requirements of the Colorado Securities Act.

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SEC/SRO Update: SEC Charges Investment Adviser for Defrauding Investors with Bogus Audit Report; SEC Brings Multiple Insider Trading Charges; SEC Announces Charges from Investigation of Secondary Market Trading of Private Company Shares

Wall Street Lawyer

Co-authors: Peter Schwartz and Crystal Gordon

On March 15, the U.S. Securities and Exchange Commission (SEC) charged a San Francisco-area investment adviser with defrauding investors by giving them a bogus audit report that embellished the financial performance of the fund in which they were investing.

Read Update...

February 2012

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

SEC Sues SIPC to Force Payout to Investors; European Regulators May Block Merger between NYSE and Deutsche Borse; SEC Goes After Hedge Funds with Suspect Performance; SEC Limits Confidential Initial Registration Statement Submissions by Foreign Private Issuers; SEC Names Pamela A. Gibbs as Director of the Office of Minority and Women Inclusion; Judge Orders Deloitte to Respond in Longtop Financial Case

Read Update...

Alphabet Soup for Asset Managers: New and Revised SEC Forms 13H, ADV, and PF

As 2012 begins, investment advisers should keep in mind certain new and revised forms implemented in 2011 by the Securities and Exchange Commission (the “SEC”). These developments will likely require investment advisers to, at a minimum, monitor their ongoing trading levels and change the way they complete their Form ADV. Certain registered investment advisers may have to compile, and in some cases, make publicly available, previously unsolicited information regarding the funds they advise. In addition, some of these requirements (in particular the new Form 13H) may be relevant even for investment advisers who are not registered with the SEC or licensed by a state regulator.

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Flipping "The Switch" By January 31, 2012

The Colorado Division of Securities (as part of a program dubbed "The Switch") has published general guidance and instructions for investment advisers that will be switching from the SEC to Colorado as required by the Dodd-Frank Act. A copy of the guidance can be found here.

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SEC Adopts Revised Net Worth Standard for Accredited Investors

On December 21, 2011, the Securities Exchange Commission (“SEC” or “Commission”) amended the “net worth” standard, one of the most frequently used eligibility standards for determining “accredited investor” status for purposes of certain unregistered securities offerings. These amendments will become effective on February 27, 2012. The biggest impact of the amendments was the removal of the value of the investor’s primary residence from the net worth calculation as mandated by the July 21, 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

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December 2011

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Cordon

SEC Charges China- Based Longtop Financial Technologies for Deficient Filings; SEC Commissioners Aguilar and Gallagher Confirmed; SEC Inspector General Releases Report on Destruction of Investigative Documents

Read Update...

October 2011

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Cordon

SEC Files Subpoena Enforcement Action against Deloitte & Touche in Shanghai; Commissioner Casey to Leave SEC; Man Accused of Insider Trading Commences Online Campaign against SEC

Read Update

August 2011

Davis Graham & Stubbs Attorneys Named Best Lawyers®

Thirty-eight DGS attorneys, including nearly half of the firm’s partners, were named Best Lawyers® by publisher Woodward/White, Inc. in its annual guide to legal excellence.  The 2012 edition of The Best Lawyers in America is based on a peer-review survey in which more than 39,000 leading attorneys comment on the legal abilities of other lawyers in their practice areas.  Corporate Counsel magazine has called Best Lawyers® “the most respected referral list of attorneys in practice.”

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SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Cordon

SEC Provides Additional Guidance, Interim Relief and Exemptions for Security-Based Swaps under Dodd-Frank Act; DOJ Questions SEC Lease; Revisions Approved to the HSR Premerger Notification Form

Read Update

July 2011

SEC Raises "Qualified Client" Bar

On July 12, 2011, the Securities and Exchange Commission issued an order raising the dollar amount thresholds of the "qualified client" definition under the Investment Advisers Act of 1940. The dollar amount thresholds for the "assets-under-management" test and the "net worth" test have been raised to $1 million and $2 million respectively, and the new thresholds will be effective on September 19, 2011.

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Apocalypse Later: SEC Adopts Rules Extending Compliance Deadline for Investment Adviser Registration

On June 22, 2011, the U.S. Securities and Exchange Commission adopted certain final rules under the Investment Advisers Act of 1940 implementing Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act. These final rules establish, among other things, statutory thresholds for registration of investment advisers, exemptions from registration, and reporting requirements for both registered investment advisers and those advisers exempt from registration.  

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Liability and Risk Management for Nonprofit Organizations

A Guide for Colorado Nonprofit Organizations

June 2011

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Cordon

SEC Proposes to Remove Credit Ratings under the Exchange Act; SEC Proposes Raising Performance Fee Eligibility Thresholds for Investment Advisors; FDIC Chairwoman Sheila Bair to Leave Agency

Read Update

May 2011

SEC Proposes Raising Performance Fee Eligibility Thresholds to $1 Million in Assets-Under-Management or $2 Million in Net Worth

On May 10, 2011, the SEC issued a proposed rule that, if adopted, would raise the performance fee eligibility thresholds of Rule 205-3 under the federal Investment Advisers Act of 1940 to $1 million in  assets -under-management or  $2  million in  net  worth. The proposed rule also would amend Rule 205-3 to specify the inflation index that will govern the inflation adjustments to these thresholds every five years. Comments on the proposed  rule  are due on or before July 11, 2011.

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April 2011

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Cordon

SEC’s Proposes Rules on Disclosure of Incentive-Based Compensation Arrangements at Financial Institutions; SEC’s Inspector General Opens Investigation into Potential Conflicts of Interest in Madoff Scheme; SEC Heightens Focus on Loss Contingencies

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February 2011

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Cordon

Anonymous Tip Leads to OIG Investigation of Citigroup Settlement; SEC Unveils First Non-Prosecution Agreement;SEC Proposes New Rules for Resource Extraction Issuers, Specialized Disclosure of Mine Safety Information

Read Update

December 2010

SEC/SRO Update: SEC Issues Proposed Rules to Implement the Whistleblower Provisions of Dodd-Frank; FASB Extends Effective Date for Proposed Enhanced Disclosure of Loss Contingencies; SEC Adopts New Rule Preventing Unfiltered Market Access

Wall Street Lawyer

Co-authors: Peter Schwartz and Crystal Gordon

On November 3, the Securities and Exchange Commission (SEC) issued proposed Regulation 21F under the Securities Exchange Act of 1934 (Exchange Act) to implement the whistleblower provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). The SEC believes that the proposed rules provide a “simple, straightforward procedure would be whistleblowers to provide critical information to the agency.”

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October 2010

SEC/SRO Update: Moody's Avoids Lawsuit, but SEC Warns of Increased Scrutiny of Credit-Rating Firms; Dissidents Win Election to FINRA Governing Board: SEC Adopts Temporary Rule Requiring Municipal Advisor Registration; SEC Proposes Measures

Wall Street Lawyer

Co-authors: Peter Schwartz and Crystal Gordon

On August 31, the Securities and Exchange Commission (SEC) released its investigative report addressing whether the credit rating business segment of Moody’s Corp. violated the nationally recognized statistical rating organization (NRSRO) registration provisions or the antifraud provisions of federal securities laws. The SEC decided not to pursue an action against Moody’s “because of uncertainty regarding a jurisdictional nexus to the United States” in the matter, specifically because the activities at the center of the SEC investigation took place in Europe.

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September 2010

First 'Best Law Firms' Analysis Slots DGS as a National Leader

The inaugural, 2010 edition of the U.S. News - Best Lawyers® “Best Law Firms” Guide ranks Davis Graham & Stubbs LLP as a national leader in mining law and mutual funds law – and honors the LoDo-based firm with first-tier regional rankings in energy, natural resources, commercial litigation and several corporate law areas, including tax, securities, private equity and M&A. U.S. News & World Report published the results yesterday. The survey included responses from 9,514 corporate executives, in-house lawyers, marketing officers or private practice attorneys.

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August 2010

Davis Graham & Stubbs Attorneys Top “Best Lawyers” List in Colorado

The newly announced, 2011 edition of the Best Lawyers in America ranks Davis Graham & Stubbs LLP first in Colorado-based law practices for corporate governance and compliance law, environmental law, mergers and acquisitions law, natural resources law, oil and gas law and securities law. This year Best Lawyers recognizes 36 DGS attorneys, including 13 who have been named to the list for at least 10 years. Nearly half (46 percent) of DGS partners are recognized in the definitive guide to legal excellence, in addition to several attorneys of counsel to the firm. Best Lawyers is a peer-review survey of more than 39,000 in-house counsels and private practice attorneys.

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July 2010

Private Offerings Under Regulation D – New Definition of

One provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act with immediate effectiveness is of special concern to businesses engaged in unregistered offerings of stock or other securities. Under the Dodd-Frank Act, for the 4-years beginning on the date of enactment, the net worth standard for determining whether a natural person is an "accredited investor" under SEC Regulation D has been locked in at $1,000,000, but now that standard excludes the value of the primary residence of such natural person. Previously the value of the primary residence was included in the $1,000,000 net worth test. The result is an increase in the minimum net worth requirement for the vast majority of prospective investors and the likely exclusion of many individuals previously eligible to purchase securities in offerings made to "accredited investors only" – the most common type of private placement.

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June 2010

SEC/SRO Update – SEC & CFTC Jointly Address Emerging Regulatory Issues; SEC Charges Two Florida Residents for Unlawful Short Selling; SEC Proposes New Rules Designed to Minimize Market Disruption; Potential SEC Investigation of Moody's Investor

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal Gordon

On May 11, Securities and Exchange Commission Chairman Mary Schapiro and Commodity Futures Trading Commission Chairman Gary Gensler announced the formation of the “Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues.” The establishment of the Joint Committee was one of the 20 recommendations included in the harmonization report issued by  the two agencies last year. The Joint Committee will develop recommendations on emerging and ongoing regulatory issues relating to both agencies.

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April 2010

SEC/SRO Update: SEC Amends E-Proxy Rules; SEC Reaffirms Support for Global Accounting Standards; SEC Sets New Short Sale Price Test (Amendment of Regulation SHO); SEC Adopts Money Market Reform

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

On February 22, the Securities and Exchange Commission (SEC) revised the rules governing electronic access to proxy materials (e-proxy). The amendments are designed to increase shareholder participation in the voting process, as well as to reduce shareholder confusion. The new rules will be effective as of March 29, 2010.

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February 2010

SEC Update: New Enforcement Initiatives Expected to Improve Timeliness and Quality of Information; SEC Proposes to Allow WKSIs to Name Reps to Contact Investors; SEC Revises Custody Rules for Client Assets Controlled by Investment Advisers; Model Pri

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

On January 13, Robert Khuzami, the Director of the Securities and Exchange Commission’s Enforcement Division, announced new enforcement initiatives in an effort to improve the quality, quantity, and timeliness of the information that the SEC receives from individuals and/or entities. Director Khuzami described the new initiatives as a “potential game-changer for the Division of Enforcement.”

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January 2010

Doing Business in the United States: Colorado

Practical Law Company

Colorado has a common law legal system, subject to preemption by the federal laws of the US. Under Colorado law, the Colorado constitution takes precedence over all other laws and the courts can declare statutes, regulations, or actions that violate the constitution invalid.

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Nonprofit Corporate Governance: Colorado

Lex Mundi Law For Change

Following revelations concerning the Enron and WorldCom scandals in 2001-02, the issue of corporate governance rose to the top of the national agenda in the United States. To curb the practices that led to these and similar scandals by publicly held corporations, Congress enacted the Sarbanes-Oxley Act of 2002. Moreover, since social sector organizations also had their share of scandals involving conflicts of interest, self-dealing by insiders, excessive compensation and similar topics, several states have proposed laws to extend Sarbanes-Oxley-type provisions to nonprofit entities, with California being the first to enact such legislation and several states following shortly after. 

Read More...

December 2009

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

SEC Charges 13 Additional Individuals and Entities in Galleon Insider Trading Case; SEC Proposed Amendments to Shed Light on Dark Pools; SEC and CFTC Issue Joint Report on Harmonization; SEC Delays Vote on Shareholder Access Proposals; SEC Proposes Amendments to E-Proxy Rules; and SEC Launches Investor Education Website

Read Update...

October 2009

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

SEC Establishes New Division of Risk, Strategy, and Financial Innovation; Madoff Report Ushers in a Potential Shift in SEC Funding; Chairman Schapiro Issues Open Letter to Broker-Dealer CEOs; SEC Proposes Flash Order Ban

Read Update...

August 2009

SEC/SRO Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Crystal L. Gordon

Investment Advisory Committee Meeting; California IOU's; Diversity Initiatives; & an Alert about Investing in Bankrupt Companies

Read Update...

June 2009

SEC/SRO Update

Wall Street Lawyer

The First Insider Trading/Credit Default Swap Enforcement Action, and Updated Rule 10b5-1 Guidance

Read Update...

April 2009

SEC Update: Whistleblower Complaints, CCO Outreach BD Seminars, and Shareholder Proxy Access

Wall Street Lawyer

On March 5, Securities and Exchange Commission Chairwoman Mary L. Schapiro announced that the SEC intends to improve the handling of whistleblower complaints and enforcement tips in order to better protect investors.

Read Update...

February 2009

Reminder: Mandatory Electronic Filing of Form D Notices Starting March 16, 2009

Effective March 16, 2009, all Form D notices must be filed electronically with the SEC via the EDGAR/IDEA system.1  This will mark the end of the transition period that started September 15, 2008, during which the SEC accepted either paper filings or online filings.2

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December 2008

SEC Update

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

SEC Proposes IFRS Roadmap; CFTC, Fed and SEC Execute MoU on CDS; SEC Approves Amendments to Mutual Fund Prospectus Disclosure and Delivery Requirements

Red Update

October 2008

SEC Adopts Interim Final Rule Requiring Institutional Managers to Report Certain Short Positions on Form SH

On October 15, 2008, the SEC issued new interim final Rule 10a-3T under the Securities Exchange Act of 1934 ("Rule 10a-3T" or the "Rule") [1] requiring large institutional managers to disclose certain short positions on Form SH. Rule 10a-3T extends the emergency order issued by the SEC (the "Emergency Order")[2], which was set to expire at midnight on October 17, 2008. Rule 10a-3T became effective on October 18, 2008, and will continue through August 1, 2009.

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Davis Graham & Stubbs tops "Best Lawyer" list in Colorado

Davis Graham & Stubbs LLP, with 31 attorneys practicing in 30 fields, ranks first in Colorado in the 2009 edition of Best Lawyers in America for the practice areas of corporate and securities law and commercial litigation as well as energy, environmental, natural resources and oil and gas law. The number of DGS lawyers recognized in the definitive guide to legal excellence increased by two, and includes nearly half of the firm’s partners. 

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SEC Extends Form SH Requirment Through Oct. 17, 2008; Indicates Interim Rule Would Extend Requirement Indefinitely

On October 2, 2008, pursuant to its emergency rulemaking authority, the SEC extended through at least October 17, 2008 the emergency order requiring certain institutional investment managers to file Form SH.1In addition, the SEC announced that it intends to replace the order with an interim final rule that will continue the Form SH disclosure requirements without interruption for the foreseeable future.

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SEC Issues Emergency Short Sales & Stock Repurchase Orders

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

On September 18, the SEC issued an emergency order requiring certain institutional investment managers to electronically file with the SEC a new form, Form SH, disclosing any short sale transactions that occurred during the prior week. Any institutional investment manager that has filed or was required to file a Form 13F for the quarter ended June 30, 2008 is subject to the new requirement. 

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September 2008

SEC Issues Emergency Order: Section 13F Filers Must Make Weekly Disclosure of Short Sales

The SEC issued an emergency order on Friday, September 19, 2008 requiring certain institutional investment managers to electronically file with the SEC a new form, Form SH, disclosing any short sale[1] transactions that occurred during the prior week.  Any institutional investment manager that has filed or was required to file a Form 13F for the quarter ended June 30, 2008 is subject to the new requirement.

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August 2008

Delaware Supreme Court Rules in Shareholder Proposal Case Certified by the SEC; Emergency Order Issued to Curtail Naked Shorts; Credit Rating Agencies Receive Mixed Report Card

Wall Street Lawyer

In the first case certified by the Securities and Exchange Commission for review by the Delaware Supreme Court using the new procedures under the Court’s rules, as amended May 2007, the Court held that under Delaware law, a corporate bylaw cannot require reimbursement of election expenses in a contested election of directors unless the bylaw reserves to the board of directors the full power to exercise their fiduciary duty to decide whether awarding reimbursement, in whole or in part, would be appropriate in the particular circumstances under review.

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June 2008

Progress Toward Mutual Recognition and IFRS; The Small Business Agenda—Amendments Expand the Definition of “Eligible Portfolio Company”

Wall Street Lawyer

In separate presentations at the annual conference of International Organization of Securities Commissions (IOSCO), held in Paris, France on May 25-29, SEC Chairman Christopher Cox addressed two of the SEC’s international projects – mutual recognition for regulatory regimes in other countries1 and the standardization and universal adoption of International Financial Reporting Standards (IFRS).

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April 2008

Expanded Mutual Recognition Efforts; FAQs Arise from Bear Stearns Meltdown; Casey Addresses Corporate Governance and US Market Competitiveness

Wall Street Lawyer

March 24 Announcement of Action Steps – Noting that “regulatory overlap from different national securities regulatory regimes can pose impediments to cross-border trading,” on March 24, the SEC announced a series of actions intended to further the implementation of mutual recognition for regulatory regimes in other countries. 

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February 2008

Fourth Circuit Holds Proper Venue Established Through EDGAR Server

Wall Street Lawyer

On December 14, a three-judge panel of the Fourth Circuit Court of Appeals held that the transmission of an allegedly fraudulent Form 10-Q via the EDGAR server maintained by the Securities and Exchange Commission (“SEC”) was sufficient to sustain venue in the Eastern District of Virginia, where the EDGAR server is located.

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January 2008

January 1 Deadline Approaching for Direct Registration System Compliance – You May Need to Amend Your Bylaws

On August 8, 2006, the United States Securities and Exchange Commission (“SEC”) approved rule changes proposed by the American Stock Exchange (“AMEX”), the New York Stock Exchange (“NYSE”), and the NASDAQ Stock Market (“NASDAQ”) that require listed securities to be eligible to participate in the Direct Registration System (“DRS”).  All securities initially listed on or after January 1, 2007 on AMEX, NASDAQ, or NYSE (each, an “Exchange” and collectively, the “Exchanges”) must be eligible for the DRS, except for securities of companies which already have securities listed on the same Exchange and securities of companies that transfer the listing of their shares from another registered U.S. securities exchange.  On and after January 1, 2008, companies must comply with the DRS eligibility requirements for all of their securities listed on the Exchanges.  To comply, companies may have to amend their bylaws by year end to remove provisions that mandate the issuance of paper certificates for all shares of stock.  The new rules do not apply to non-equity securities which are book-entry only.

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December 2007

SEC/SRO Update

Wall Street Lawyer

SEC Adopts Rules Improving Smaller Public Company Regulation; SEC Seeks Public Commentary on Disclosure of Business Activities in Countries Designated as Sponsoring Terrorism; FINRA Reaches Out to Baby Boomers

Read Updates...

October 2007

January 1 Deadline Approaching for Direct Registration System Compliance – You May Need to Amend Your Bylaws

On August 8, 2006, the United States Securities and Exchange Commission (“SEC”) approved rule changes proposed by the American Stock Exchange (“AMEX”), the New York Stock Exchange (“NYSE”), and the NASDAQ Stock Market (“NASDAQ”) that require listed securities to be eligible to participate in the Direct Registration System (“DRS”).

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SEC/SRO Update

Wall Street Lawyer

SEC Hosts Second Annual Seniors Summit, Organizes Subprime Lending Enforcement Group, and Responds to Vacated Investment Adviser/Broker-Dealer Rule

Read Updates...

September 2007

Davis Graham & Stubbs Tops "Best Lawyers" List in Colorado

Davis Graham & Stubbs – with 29 attorneys practicing in 30 fields – ranks first in Colorado-based attorneys listed in the 2008 edition of Best Lawyers in America for the practice areas of commercial litigation, natural resources, environmental law and corporate governance and compliance law. The number of DGS lawyers recognized in the definitive guide to legal excellence increased by three, and includes half of the firm’s partners. The book, targeted for in-house counsel, is to be published in December 2007.

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June 2007

A Guide for Colorado Nonprofit Organizations

Continuing Legal Education in Colorado, Inc.

Chapter 3

Liability and Risk Management for Nonprofit Organizations

Read Chapter...

SEC/SRO Update

Wall Street Lawyer

PCAOB Adopts New Standards for Internal Control Audits; SEC Hosts Roundtable on Proxy Issues; SEC Requests Time for Investors and Brokers to Evaluate Financial Planning Associates v. SEC; SEC Releases Revised Rule 144 Telephone Interpretations; and Treasury Thief Paulsen Announces Capital Markets Action Plan

Read Updates...

February 2007

SEC and SRO Update

Wall Street Lawyer

Final Rules on Internet Availability of Proxy Materials; Senate Finance Committee Votes to Curtail Deferred Compensation; NYSE Seeks Power to Grant Exemptive Regulatory Relief in Event of Emergency

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January 2007

Changes to Notification and Filing Procedures for Delaware Domestic Corporation Annual Franchise Tax Reports

New legislation passed by the Delaware General Assembly will change the notification and filing procedures for Delaware domestic corporation annual franchise tax reports.  The notification process was changed as part of a plan to encourage, and then mandate, the electronic filing of annual reports.

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December 2006

New Form 8-K Executive Compensation Disclosure; Chairman Cox Comments on Web-Based Disclosure via Sun Chief's Blog; Nasdaq Releases New FAQs Regarding Appeal of Delisting Following Filing Delinquency

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

Effective November 7, 2006, the Securities and Exchange Commission made significant changes to the executive compensation disclosures under Form 8-K. Some of those changes are summarized below:

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November 2006

New Form 8-K Executive Compensation Disclosures

On September 8, 2006, the Securities and Exchange Commission (“SEC”) released final rules regarding the disclosure of executive and director compensation, related party transactions, director independence, and various other corporate governance matters in proxy statements and other SEC filings (the “Compensation Rules”). This Client Alert is a reminder that, because the Compensation Rules include significant changes to the requirements of Form 8-K concerning disclosure of executive compensation, and those changes are effective for Form 8-K triggering events that occur on or after November 7, 2006, reporting companies need to carefully consider the effect of the changes on their current event reporting obligations. This following is a brief summary of the changes to Form 8-K made by the Compensation Rules, an analysis of their implementation, and some practical recommendations.

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October 2006

Staff Accounting Bulletin 108; Director Nominations by Shareholders; NASD Fines Morgan Stanley; Corporation Finance Director Addresses Section 404 Compliance

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

On September 13,1 the Office of the Chief Accountant and Divisions of Corporation Finance and Investment Management of the Securities and Exchange Commission announced the release of Staff Accounting Bulletin 108 (SAB 108)2 that provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement.

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September 2006

Best Lawyers in America Recognizes 26 Davis Graham & Stubbs Attorneys

Twenty-six Davis Graham & Stubbs attorneys practicing in 28 fields will be recognized in the 2007 edition of The Best Lawyers in America. The number of DGS lawyers recognized in the definitive guide to legal excellence increased by five this year, and represents more than 40% of DGS partners overall. DGS ranks first in the number of Colorado-based attorneys listed by the 2007 edition of Best Lawyers in the Commercial Litigation, Natural Resources, Environmental Law, Securities Law and Corporate Governance and Compliance Law practice areas.

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SEC Adopts New Rules Governing Executive and Director Compensation Disclosure and Other Matters

On August 11, 2006, the Securities and Exchange Commission (“SEC”) published final rules that significantly change existing disclosure requirements for public companies (including small business issuers) regarding executive and director compensation.  The new rules also amend disclosure requirements for related party transactions, director independence, certain corporate governance matters and security ownership by officers and directors.

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August 2006

New Potential for Corporate Liability in Colorado:

On June 26, 2006, the Colorado Supreme Court narrowly adopted the doctrine of “reverse piercing” of the corporate veil, deciding that a corporation may, under certain circumstances, be held liable for the debts of a controlling shareholder or other corporate insider.

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SEC Update: More 404 Rules, Soft Dollars Safe Harbor, and Investment Fraud Against Seniors

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

On July 11, the Securities and Exchange Commission published a concept release to solicit public feedback on the topic of providing additional guidance about the implementation of Section 404 of the Sarbanes-Oxley Act of 2002.1 According to the SEC, any such guidance will likely be in the form of a new rule regarding management’s assessment of the effectiveness of internal control over financial reporting, with a focus on assisting smaller public companies in developing and implementing cost effective assessment and compliance procedures.

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June 2006

Sarbanes-Oxley Implementation; Mutual Fund Disclosure; NASD Focus Areas

Wall Street Lawyer

On May 17, 2006, based on “extensive analysis and commentary in recent months from investors, companies, auditors, and others,” the Securities and Exchange Commission announced a series of actions it intends to take to improve implementation of the Section 404 internal control requirements of the Sarbanes-Oxley Act of 2002.

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April 2006

SEC Update: A Study of Regulatory Disparities, a Report on Smaller Public Companies, and Mutual Fund Redemption Fees

Wall Street Lawyer

On March 3, 2006, SEC Chairman Christopher Cox announced that the staff of the SEC would study the levels of protection afforded retail customers of financial service providers under the Securities Exchange Act and the Investment Advisers Act, and would address any investor protection concerns arising from material differences between the two regulatory regimes.

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February 2006

Executive Compensation Disclosure, "Best Price" Tender Offer Rules, and Financial Penalties

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

On January 17, 2006, the SEC voted to publish for comment proposed rules that would, if adopted, amend the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters, and security ownership of offi cers and directors.1 Comments are due no later than April 10, 2006.

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December 2005

Executive Compensation and Court Actions

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

On November 11, 2005, a bill entitled “Protection Against Executive Compensation Abuse Act” was introduced by, among others, Democratic Representative Barney Frank.1 As drafted, the Executive Compensation Abuse Act would amend the Securities Exchange Act of 1934 to increase the level of disclosure issuers must provide with respect to the compensation paid to certain of their executive officers, and to require shareholder approval of certain executive compensation and “golden parachutes.”

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October 2005

Transition Guidance for Securities Offering Reform, New Accelerated Filer Definition, and Delayed Compliance Deadlines

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

On September 13, 2005, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued questions and answers regarding the major revisions to the securities offering reform rules adopted by the SEC in June.    The following is a summary of the staff’s guidance.

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August 2005

The End of Broker

On June 30, 2003, the Securities and Exchange Commission (SEC) approved and declared immediately effective new rules adopted by the New York Stock Exchange (NYSE) and Nasdaq requiring shareholder approval of equity compensation plans, including stock option plans, and of repricings and material plan changes to such compensation plans. This Client Alert focuses on a somewhat overlooked, but very important consequence of these new rules – the end of NYSE broker “non-votes” for stock option and other equity compensation plans.

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Shell Companies and Shareholder Proposals

Wall Street Lawyer

Co-authors: Peter H. Schwartz and Katelin R. Oakley

On July 15, the Securities and Exchange Commission issued and amended certain rules affecting public shell companies, with the stated purpose of “ensur[ing] that investors in shell companies
that acquire operations or assets have access on a timely basis to the same kind of information as is available to investors in public companies with continuing operations.”

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June 2005

Compliance With FASB Statement No. 123R and With IFRS, and Prevailing Guidelines for Arbitrators

Wall Street Lawyer

On April 15, the Securities and Exchange Commission amended Rule 4-01 of Regulation S-X to defer the date for compliance with Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“Statement No. 123R”). The revised rule establishes two possible compliance dates. Each registrant that is not a small business issuer will be required to prepare financial statements in accordance with Statement No. 123R beginning with the first interim or annual reporting period of the registrant’s first fiscal year beginning on or after June 15, 2005.

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April 2005

Redemption Fees, Point of Sale Disclosures, and Other Regulatory Developments

Wall Street Lawyer

On March 11, 2005, the Securities and Exchange Commission issued new Rule 22c-2 under the Investment Company Act of 1940,1 which will require mutual funds that redeem shares within seven days of a redemption request to:

  • Either adopt a redemption fee (not to exceed 2% of the amount of shares redeemed) or determine that a redemption fee is not necessary or appropriate for the fund; and
  • Enter into agreements with their intermediaries (such as broker-dealers and retirement
    plan administrators) obligating the intermediaries to provide funds with shareholder trading information.

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October 2004

Staff Legal Bulletin 14B: The Latest on Shareholder Proposals

Wall Street Lawyer

On September 15, 2004, the Division of Corporation Finance of the Securitis and Exchange Commission released Staff Legal Bulletin 14B: Shareholder Proposals.

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August 2004

When is a Third Party Proxy Voting Firm Independent?

Wall Street Lawyer

An investment adviser may rely on the services of an independent third party proxy voting firm to fulfill some of the adviser’s obligations imposed by Rule 206(4)-6 under the Investment Advisers Act of 1940, otherwise known as the proxy voting rule.1

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June 2004

Proposed New Rules for Shell Companies

Wall Street Lawyer

On April 15, 2004, the Securities and Exchange Commission issued proposed rules “designed to protect investors by deterring fraud and abuse in our securities markets through the use of shell companies.”1

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April 2004

Mandatory Electronic Filing of Form ID

On April 21, 2004, the SEC adopted final rule and form amendments to mandate the electronic filing of Form ID on a new on-line system.  See SEC Rel. No. 33-8410 (April 21, 2004).  A copy of the final release can be found at http://www.sec.gov/rules/final/33-8410.htm.

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May 2003

Nonprofit Entity Liability Exposures and Risk Management

The 12th Annual Institute on Advising Nonprofit Organizations in Colorado

Because the educational, charitable, and scientific work that nonprofits perform, many people who agree to become involved in nonprofits assume – mistakenly – that these organizations are beyond the reach of litigation or governmental sanction.

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January 2003

Forms 10-K and 10-KSB Update: New Disclosure Obligations and Other Changes

As a result of the SEC’s “enhanced disclosure initiative” and the Sarbanes-Oxley Act of 2002, the SEC has adopted new rules that affect reporting companies’ disclosure and certification obligations in their Forms 10-K or 10-KSB and that establish accelerated deadlines for filing such
forms.

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August 2002

SEC Adopts Changes to Section 16(a) Reporting Requirements

On August 27, 2002, the Securities and Exchange Commission adopted amendments required by the recently enacted Sarbanes-Oxley Act of 2002 to implement the accelerated filing deadlines for reports due under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and other related changes.

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CEO/CFO Certifications Sarbanes-Oxley and Other SEC Requirements

In recent weeks, there have been a flurry of laws, proposed regulations, and administrative orders relating to certifications by chief executive officers and chief financial officers of public companies of periodic reports under the Securities Exchange Act of 1934.

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Changes to Section 16 Reporting Requirements: Section 403 of the Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002 (the “Act”), signed into law by President Bush on July 30, 2002, presents sweeping accounting and corporate governance reforms affecting publicly traded and reporting companies. Section 403 of the Act amended several aspects of the insider reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Prohibition on Loans to Directors and Executive Officers: Section 402 of the Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002 (the “Act”), signed into law by President Bush on July 30, 2002, presents sweeping accounting and corporate governance reforms affecting publicly traded and reporting companies. Section 402 of the Act, which is effective as of July 30, 2002 and will be codified as Section 13(k) of the Securities Exchange Act of 1934 (“Exchange Act”), prohibits certain extensions of credit to directors and officers of publicly traded and reporting companies.

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June 2002

Developing Trading Plans to Mitigate Insider Trading Liability

Insider Trading and Reporting

Until recently, the ability of public company insiders, such as directors and officers, to purchase and sell company securities has been governed by a patchwork of company-imposed trading windows, unanticipated blackout periods, and underwriter contractual "lock up" agreements. Directors and officers who seek liquidity and asset diversification in this environment can experience difficulty in achieving their financial objectives.

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February 2002

SEC Proposes New Corporate Disclosure Rules

On February 13, 2002, the Securities and Exchange Commission announced that it intends to propose substantial changes to the existing rules governing a public company’s disclosure obligations in an effort to improve the timeliness and content of information provided to investors. According to the SEC, these five rule proposals summarized below represent only the first phase of the SEC’s agenda to improve the current financial and reporting system. These proposals may be fairly viewed as a reaction to the wave of allegations following the collapse of Enron and Global Crossing and alleged irregularities at other troubled public companies.

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August 2001

A Subpenny Saved?

Wall Street Lawyer

Co-authors: Michelle H. Shepston and Peter H. Schwartz

On July 18, 2001, the Securities and Exchange Commission issued a Concept Release entitled "Request for Comment on the Effects of Decimal Trading in Subpennies."1  The release solicits comments on the impact of generally allowing trading, and potentially quoting, of securities on U.S. equity markets in increments of less than a penny. Comments are due on or before September 24, 2001.

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July 2001

Draining the Pool: FASB to Dramatically Revise Standards for Business Combinations

The Financial Accounting Standards Board (FASB) has recently announced that they plan to dramatically revise the accounting standards governing business combinations (such as mergers and acquisitions) by eliminating the "pooling-ofinterests" accounting method and changing the accounting treatment for acquired goodwill and other intangible assets. As of the date of this article, the long-anticipated revisions are proposed to be adopted in late July 2001.

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January 2001

SEC Clarifies New Rules Requiring Audit-Related Disclosures In Proxy and Information Statements

One of the recent areas of concern for the Securities and Exchange Commission ("SEC") has been "auditor independence" - the mental state of objectivity and the lack of bias of certified public accountants that perform audits or review public company's financial statements or file reports or opinion with the SEC.

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Summary of Rule 155 and Related Amendments

Current market conditions have made issuer financing difficult, particularly in the equity markets. An issuer who starts the public offering process, only to find insufficient investor interest, may wish to consider a private offering. Conversely, an issuer commencing a private offering may find strong interest justifying a public offering. In both cases, concerns with integration may preclude or limit the issuer's ability to change course in light of changed market conditions.

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September 2000

SEC Adopts New Rules Promoting

One of the recent areas of concern for the Securities and Exchange Commission has been “selective disclosure” – the release of material nonpublic information to selected persons, such as
securities analysts or institutional investors, before making the information widely available to the marketplace.

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June 2000

The Internet and the Online Investor: SEC Educational Efforts and Enforcement Activities

Glasser Legal Works

Co-authors: Peter H. Schwartz, Harvey L. Pitt, Mark J. Dorsey and Tasha L. Cooper

The Internet has become an important part of the securities landscape.1 Online brokerage accounts, company Web sites, electronic mail, chat rooms, electronic communication networks, online public and private offerings, online proxy voting, real-time stock quotes, historical securities data, and electronic document delivery represent only a sample of the new Internet-based financial tools providing information and access to investors. The number of people using the Internet for financial-related activities is growing and will probably represent an increasing share of the investment market in the future.2

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August 1999

Free Stock, Shareholder Web Sites, and the Third Internet Fraud Sweep

WALLSTREETLAWYER.COM

On June 8, the SEC's Division of Corporation Finance (CorpFin) reaffirmed its position that the issuance of securities in consideration of a person's registration with the issuer, whether or not through the issuer's Internet site, would be deemed an event of sale, and therefore would violate Section 5 of the Securities Act of 1933 unless the offering was subject to a registration statement or a valid exemption from registration. 

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March 1999

Caught in the 'Net: SEC Educational Efforts and Enforcement Actions in Cyberspace

WALLSTREETLAWYER.COM

Co-authors: Mark J. Dorsey and Peter H. Schwartz

Online brokerage accounts, chat rooms, electronic bulletin boards, Internet public offerings, Internet road shows, electronic proxies, and electronic document delivery are only a handful of the online tools that are changing how large and small investors collect, analyze, and use securities information. Although these tools are still developing, they and their progeny are playing an increasingly significant role in the investment market of the future. 

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January 1999

Commission Obtains Indictment Alleging Use of Internet to Disseminate Fraudulent Statements in Connection with

WALLSTREETLAWYER.COM

Co-authors: Mark J. Dorsey and Peter H. Schwartz

On November 3, the Securities and Exchange Commission ("SEC" or "Commission") obtained a 30-count indictment alleging that Ronald G. Sparks and Owen K. Stephenson raised in excess of $7 million by fraudulently claiming to operate an unregulated, sovereign Indian bank on Apache tribal land in Oklahoma.1 Sparks and Stephenson were charged by the grand jury with conspiracy, mail fraud, and money laundering.

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November 1998

SEC Issues

WALLSTREETLAWYER.COM

Co-authors: Mark J. Dorsey and Peter H. Schwartz

On October 28, after conducting a "sweep" of the Internet, the SEC announced the filing of 23 enforcement actions against 44 individuals and companies across the country alleging fraud committed over the Internet. The sweep, the first national effort by the SEC to fight Internet fraud, involved a range of Internet conduct, including fraudulent "spamming" (Internet junk mail), online newsletters, message board postings and Web sites. 

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July 1998

Company May Omit Shareholder Proposal Seeking Web Posting of Non-EDGAR Filings

WALLSTREETLAWYER.COM

On May 4, the Division of Corporation Finance granted a no-action request made by Excalibur Technologies Corporation ("Excalibur") to omit a shareholder proposal that sought to require Excalibur to maintain on its Web Site "any and all Company filings, information or forms of any type as provided to the SEC or any other governmental regulatory authority and also to include forms 13-D, 144, 3, 4 and 5 and any others that are required filings by individuals and entities because of their stock ownership of the company."

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May 1998

Release on Use of Websites to Offer Securities, Solicit Securities Transactions or Advertise Investment Activities Software

WALLSTREETLAWYER.COM

Co-authors: Mark J. Dorsey and Peter H. Schwartz

On March 9, the SEC permitted Prodigy and its wholly-owned subsidiary, Electronic Wall Street, Inc., to provide information about properly unregistered dividend reinvestment and stock purchase plans ("DRSPP") on its Internet site without triggering registration requirements under Section 5 of the Securities Act of 1933. Prodigy indicated in its application that, as part of a larger suite of information services called "Electronic Wall Street" ("EWS"), it planned to offer an information service called "NoLoad Online" containing information about registered and unregistered DRSPPs.

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April 1998

Shareholder Proxy Proposals About the Internet and Other Electronic Commerce Issues

WALLSTREETLAWYER.COM

Co-authors: Mark J. Dorsey and Peter H. Schwartz

As shareholders become increasingly sophisticated about the Internet and electronic commerce issues, the variety and frequency of shareholder efforts to influence corporate policy in these areas can be expected to increase. Initial SEC responses indicate, however, that at least for now, the shareholder proxy process will not be an effective tool for shareholders seeking such influence.

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February 1998

Electronic Road Shows Allowed on The Bloomberg Service

WALLSTREETLAWYER.COM

On December 1, the Division of Corporation Finance made public its granting of a no.action request to Bloomberg, L.P., in which the company asserted that the transmission of a multimedia road show presentation over THE BLOOMBERG( service, under the circumstances described in the letter, would not constitute a “prospectus” within the meaning of Section 2(a)(10).

Electronic Road Shows Allowed on The Bloomberg Service

January 1998

Protecting the Online Investor and the Markets: SEC and SRO Activities

Securities in the Electronic Age: A Practical Guide to the Law and Regulation

The Internet has recently emerged into the securities spotlight. On-line brokerage accounts, investor chat rooms, electronic trading and bulletin boards, Internet public offerings, and electronic document delivery  are only a few of the new financial tools in this expanding electronic investment universe. Although the scope of investment activity occurring over the Internet is difficult to measure, it is clearly growing, and will represent an increasing share of the investment market in the future. Both the power and peril of this new medium can be portrayed with two contrasting visions of the Internet. 

Protecting the Online Investor and the Markets: SEC and SRO Activities

October 1997

SEC Approves Roadshows on the Internet

WALLSTREETLAWYER.COM

Co-authors: y Harvey L. Pitt, Mark J. Dorsey, and Peter H. Schwartz

The Securities and Exchange Commission ("SEC" or "Commission") recently issued a no-action letter to Net Roadshow, Inc., allowing the Atlanta-based startup to offer previously recorded road shows to qualified investors and underwriting investment banks over the Internet without the road shows being deemed prospectuses under Section 2(a)(10) of the Securities Act of 1933. SEC NoAction Letter, Net Roadshow, Inc. (publicly available Sept. 8, 1997) ("Net Roadshow").

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