General EDGAR filing

SEC is reviewing appeals court insider ruling

Publisher: WSJ
Author: Andrew Ackerman
 

The top US Securities regulator says it is reviewing a federal appeals court ruling that overturned two criminal insider-trading convictions and effectively made prosecuting the crime more difficult. There’s no question it’s a significant decision,” said Mary Jo White, Chairman of the SEC.

She said her initial sense is that the opinion from Wednesday took an “overly narrow view” of the insider trading law.

“That is a concern but we are continuing to review it,” she said.

On Wednesday, a three-judge panel of the Second U.S. Circuit Court of Appeals said prosecutors must prove traders knew that the person who provided an inside tip gained some sort of tangible reward for doing so.

The judges also said it may be legal to trade on inside information, even if it gives an investor an unfair advantage in the markets, as long as the tipper didn’t commit an illegal breach of his or her duty.

For full access to the article, please click here.

By : Securex /December 12, 2014 /Compliance, General EDGAR filing, Marketforms.com, SEC News and Public Statement, Securites Law /0 Comment Read More

SEC Chair lays out plan to oversee systemic risk of asset managers

Publisher: Reuters
Authors: Sarah Lynch and John McCrank
 

The US SEC plans to launch a sweeping set of reforms designed to ensure that large asset managers are properly dealing with risks and have plans to wind down in the event of a major market disruption.

SEC Chair Mary Jo White announced the three-prong plan in a speech in New York saying it will “lay the foundation for a renewed focus on regulating the risks arising from the portfolio composition and operations of investment advisers.”

For the rest of the article, please click here.

By : Securex /December 12, 2014 /General EDGAR filing, SEC News and Public Statement /0 Comment Read More

SEC Commissioner Blasts “Broken Windows” Enforcement Policy

Publisher: Financial Advisor
Author: Ted Knutson
 

Republican SEC commissioner Michael Piwowar made wide ranging attacks on the agency’s enforcement priorities, specifically in regards to SEC Chairman Mary Jo White’s “Broken Windows” enforcement policy.

SEC Chairman Mary Jo White has outlined her aim to go after rule violations no matter how small, leading Piwowar to counter, “if every rule is a priority, no rule is a priority”.

Mr. Piwowar said publicity surrounding high-dollar penalties wrongly tells commission staffers the way to achieve promotions and raises is to go after these kind of violations, when smaller fraud by individuals and companies can cause more investor harm.

As examples, he said financial reporting deception can lead to significant dollar loses for a company, but little harm to a diversified investor’s wealth. On the other hand, he noted, fraud by an advisor can wipe out a client’s entire savings.

For full access to other suggestions Mr. Piwowar had to make, please click here.

By : Securex /October 23, 2014 /Compliance, General EDGAR filing, SEC News and Public Statement, Securites Law /0 Comment Read More

SEC breaks down FY 2014 Enforcement Results, Highlights

Publisher: ComplianceWeek
Author: Bruce Carton
 

Last week, the SEC issued a press release summarizing its enforcement results for the agency’s fiscal year 2014, which ended September 30th of this year.

The SEC emphasized it filed a record 755 enforcement actions in 2014. Listed below are some of the highlights.

  • Charges against more than 135 parties with violations relating to reporting and disclosure, including Bank of America Corporation; Fifth Third Bancorp; Diamond Foods Inc.; five executives and finance professionals from collapsed law firm Dewey & LeBouef LLP; AgFeed Industries Inc.; and CVS Caremark Corp.;
  • First-ever actions under a rule requiring firms to establish adequate risk controls before providing customers with market access (Knight Capital Americas LLC, and Wedbush Securities Inc.);
  • Significant enforcement actions against the New York Stock Exchange and brokerage subsidiaries for their failure to comply with exchange rules;

For full details on the rest of the highlights, please click here.

By : Securex /October 23, 2014 /Compliance, General EDGAR filing, SEC EDGAR Filer Codes, SEC Forms, SEC News and Public Statement, Securites Law /0 Comment Read More

Will the new Coca-Cola equity plan guidelines become the “classic” model or just “new Coke?”

Publisher: Cooley LLP
Author: Cydney Posner
 

Coca-Colas decision to scale back the use of its equity compensation plan and adopt “equity stewardship guidelines” has certainly received a lot of press – for an equity plan, that is.

Generally, under the new guidelines, the company will take steps to reduce the plan’s burn rate (defined as the number of shares granted as a percent of shares outstanding) so that the pool of shares in the plan will last until the plan expires. The question now –assuming that the new guidelines suffice to assuage the shareholders pressuring the company — is whether some version of the new Coke guidelines will soon become de rigueur for equity plans at other large companies.

This new direction stems from earlier pressures on Coke, in light of the company’s recent unsatisfactory financial performance, to rein in its executive compensation, notwithstanding shareholder approval of the equity plan and the last annual meeting. When the pressures come form a shareholder with a 9% stake named Warren Buffet, the company tends to listen. There have been rumblings that Mr. Buffet disapproved from the proposal in private, but has chosen to publically abstain from voting on the measure as a means to “make clear he wasn’t attacking Coke’s management or directors”.

For full access to the article and details of the “equity stewardship guidelines,” please click here.

By : Securex /October 08, 2014 /Compliance, General EDGAR filing, Section 16 Filings, Securites Law /0 Comment Read More

Conflict Minerals: Don’t Forget About Them!

Publisher: Securities & Corporate Governance Group
Author: Doug Harmon
 

The first wave of Form SD filings has come and gone, leaving us with more insight into supply chains and manufacturing processes than most of us ever wanted, yet much uncertainty about the actual sources of the conflict minerals in question.

Not surprisingly, most companies that filed a Form SD were unable to confirm whether their conflict minerals came from the Democratic Republic of Congo (or its neighbors) or whether their purchase of conflict minerals financed armed conflict.

Many filers are understandably burnt out on the whole process and are happy to forget about it until the next filing deadline (May 31, 2015). And those lucky enough to have determined that no Form SD filing was required in 2014 may be tempted to forget about the issue altogether. Regardless, however, of your company’s 2014 status (filer or non-filer), forgetting is not acceptable.

Every company must design and implement an effective system to continually capture all information relevant to a new or updated Form SD filing and then get that information into the right hands so that required disclosures will be accurate and timely. If you wait until a few weeks before next spring’s filing deadline, it will be too late.

For full access to recommended steps to streamline your next Form SD filing, please click here.

By : Securex /September 12, 2014 /Compliance, General EDGAR filing, SEC News and Public Statement, Securites Law /0 Comment Read More

Insider Stock Sale: SEC Announces Fraud Charges against Biotech Company and Former Executive

SEC Press Release 9/10/2014
 

SEC Announces Fraud Charges against Biotech Company and Former Executive who failed to report Insider Stock Sales. Today, the SEC announced charges against 28 officers, directors, or major shareholders for violating federal securities laws that require them to promptly report information about their holdings and transactions in company stock.

A total of six publicly traded companies were charged for contributing to filing failures by insiders or failing to report their insiders’ filing delinquencies.

The charges were a result of an SEC enforcement initiative focusing on two types of ownership reports that give investors the opportunity to evaluate whether the holdings and transactions of company insiders could be indicative of a company’s future performance. Both types of ownership reports (Form 4 and Schedule 13D/13G) have certain timing requirements in regards to when they have to be filed.

The accused individuals are charged with repeatedly filing their insider stock sale documents late; sometimes by weeks, months, and even years.

Andrew M. Calamari, Director of the SEC’s New York Regional Office, added, “The reporting requirements in the federal securities laws are not mere suggestions, they are legal obligations that must be obeyed.  Those who fail to do so run the risk of facing an SEC enforcement action.”

These reporting requirements under Section 16(a) of the Securities Exchange Act of 1934 and under Section 13(d) or (g) of the Exchange Act apply irrespective of profits or a person’s reasons for acquiring holdings or engaging in transactions.  The failure to timely file a required beneficial ownership report, even if inadvertent, constitutes a violation of these rules.

The individuals that chose to settle the charges are required to pay financial penalties totaling $2.6 million.

For full access to the SEC press release, please click here.

By : Securex /September 11, 2014 /Compliance, General EDGAR filing, Marketforms.com, Public Company Accounting, SEC EDGAR Filing Deadlines, SEC News and Public Statement, Section 16 Filings, Securites Law /0 Comment Read More

SEC Provides New C&DI on Verifying Accredited Investor Status

Publisher: Akin Gump
Authors: Alice Hsu & Jeremy Smith 
 

In the early weeks of July, The SEC Division of Corporation Finance issued several new interpretations relating to the verification of “accredited investor” status for securities offerings pursuant to Rule 506c.

Adopted as part of the JOBS Act, Rule 506 permits the use of general solicitation in securities offerings, provided that all participating investors are “accredited investors” as defined in Rule 501 and the issuer takes “reasonable steps” to verify such status. The new C&DI offer guidance in determining and verifying “accredited investor” status, which is dependent on a person’s income and net worth.

The first two C&DIs clarify that (i) if a purchaser’s annual income is not reported in U.S. dollars, the issuer may use either the exchange rate in effect on the last day of the year for which income is being determined or the average exchange rate for such year and (ii) assets held jointly with another person who is not the purchaser’s spouse may be included in the calculation of net worth to only the extent of the purchaser’s percentage ownership in such assets.

For access to the  remainder of the C&Dis and the article, please click here.

By : Securex /July 28, 2014 /Compliance, CORRESP, General EDGAR filing, SEC News and Public Statement, Securites Law /0 Comment Read More

Electronic filing of Municipal Advisor Registration on SEC Form MA now required

Starting Tuesday, July 1st, 2014, the Dodd Frank required Municipal Advisor Form (Form MA) must be electronically filed using the SEC’s EDGARLink Online form filing site.

All municipal advisor forms must be Live filed. The SEC system does not permit test filings of Form MA. Currently, the SEC approximates that close to 1,200 firms and 22,000 individuals will register as municipal advisors using Form MA.

Moving forward, municipal advisor registrants will be required to file Form MA annually within 90 days after the end of that advisor’s fiscal year or the end of the calendar year for a sole proprietor.

Need Assistance? Securex can prepare and file Form MA ((MA, MA-A, MA/A, MA-I, MA-I/A, MA-NR and MA-W). Please contact us for more information.

For additional information, forms, deadlines, and links to resources, please refer to here.

By : Securex /July 02, 2014 /Compliance, EDGAR filing conversion tips and shortcuts, General EDGAR filing, Municipal Bond Blogs, Securites Law /0 Comment Read More

Form SD – EDGAR filing glitch – Conflict Minerals Report is “Exhibit 1.02″

Publisher: Lexology
Authors: Dynda A. Thomas
 

The Division of Corporation Finance has confirmed that there is a glitch in the EDGAR filing system.

EDGAR is not accepting Exhibit 1.01 to the Form SD but is accepting Exhibit 1.02.

Therefore, despite the Instructions to the Form SD, you will need to refer to your Conflict Minerals Report as “Exhibit 1.02” in order for the filing to be accepted.  The Division of Corporation Finance recommends changing the reference on the report itself as well – in order to be internally consistent.

So, we urge you to change the reference on your Conflict Minerals Report to Exhibit 1.02, change your filing index reference to Exhibit 1.02, and code your filing for EDGAR purposes so that the Conflict Minerals Report is Exhibit 1.02 rather than Exhibit 1.01.

By : Securex /May 30, 2014 /Compliance, General EDGAR filing, Public Company Accounting, SEC News and Public Statement, Securites Law /0 Comment Read More