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January 2012


From the editors of CCH Federal Securities Law Reporter, CCH Blue Sky Law Reporter and the securities publications of Aspen Publishers, this update describes important developments covered in these publications, as well as timely topics of interest generally to federal and state securities practitioners. Also included is a “Hot Topic of the Month,” with research tips and references to CCH and Aspen source material on point. Finally, this update includes a preview of IPO Vital Signs, an advanced IPO research analysis tool, for IPO professionals and pre-IPO companies.

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Financial Reform Resources



CCH Federal Securities Law Reporter

SEC Adopts Mine Safety Disclosure Rules. The SEC adopted new rules outlining how mining companies must disclose the mine safety information required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under Section 1503 of the Dodd-Frank Act, mining companies are required to include information about mine safety and health in the quarterly and annual reports they file with the SEC. The Dodd-Frank Act disclosure requirements are based on the safety and health requirements that apply to mines under the Federal Mine Safety and Health Act of 1977, which is administered by the Mine Safety and Health Administration. The accompanying instructions specify that a mining company must report the total penalties assessed in the reporting period, even if the company is contesting an assessment. For legal actions, mining companies are instructed to report the number instituted and resolved during the reporting period, report the number pending on the last day of the reporting period, and categorize the actions based on the type of proceeding. Release No. 33-9286 will be reported at ¶89,665.


SEC Excludes Primary Residence Value from Accredited Investor Definition. The SEC amended its rules to exclude the value of a person’s home from net worth calculations used to determine whether an individual may invest in certain unregistered securities offerings. SEC rules permit certain private and limited offerings to be made without registration, and without requiring specified disclosures, if sales are made only to “accredited investors.” One way individuals may qualify as “accredited investors” is by having a net worth, alone or together with their spouse, of at least $1 million. The Dodd-Frank Act requires that the value of a person’s primary residence be excluded from the net worth calculation used to determine the person’s “accredited investor” status. Under the amended rule, the value of an individual’s primary residence will not count as an asset when calculating net worth to determine “accredited investor” status. The amendments also clarify the treatment of borrowing secured by a primary residence for purposes of the net worth calculation. Under certain circumstances, they also permit individuals who qualified as accredited investors under the pre-Dodd-Frank Act definition of net worth to use that prior net worth standard for certain follow-on investments. Release No. 33-9287 will be reported at ¶89,666.

7th Circuit: Section 1658(b) Is a Statute of Repose. Section 1658(b) (28 USC §1658(b)) should be treated as a statute of repose, rather than as a statute of limitations, concluded a 7th Circuit panel in affirming a district court's finding that a suit was untimely. The action arose out of the divorce of the plaintiff and her husband, an executive at a supermarket chain. The divorce decree transferred shares of the husband's company stock to the wife until they could be sold by him, with the husband's alimony obligation terminated once he managed to sell the shares and forwarded the proceeds to the wife. The complaint alleged that the company told the wife, as a favor to the husband, that the stock could not be sold without a triggering event such as the husband's death or loss of employment. In fact, the husband could sell the stock at any time the company permitted him to. The company later agreed to buy back the shares, but when the husband demanded the shares, the wife refused. The complaint alleged that the company made misrepresentations in connection with her receipt and the sale of her stock. The alleged misrepresentations were made in 2002, but the wife did not learn about the violation until 2007. She sued 27 months later, which was three months too late under the section's five-year time period. The district court found that the suit was time-barred and dismissed it with prejudice.

The principal question on appeal was whether the period in which a private suit for a federal securities violation may be brought begins with the fraud on which the suit is based or at the time the plaintiff is harmed by the misconduct. The panel noted that the Supreme Court has not yet answered this question, which is essentially whether Section 1658(b)(2) is a statute of limitations or a statute of repose. In this case, the injury from the alleged fraud occurred when the husband sold the stock before any of the triggering events listed by the company. If injury is an element of the violation, the panel wrote, Section 1658(b) would be a statute of limitations, and, if that were the case, a purchaser of a security who discovered a fraud could wait indefinitely to bring suit because the limitations period under Section 1658(b)(1) would not begin to run until the fraud caused him harm. The law would not be likely to countenance this result, the panel stated. Treating Section 1658(b)(2) as a statute of limitations would also produce anomalies, and the panel gave an example of a company going bankrupt decades after its stock was purchased in reliance on a misrepresentation. Such practical considerations, the panel stated, persuaded it that Section 1658(b)(2) is a statute of repose rather than a statute of limitations. McCann v. Hy-Vee, Inc. (7thCir) is reported at ¶96,595.

Federal Court Refuses to Approve Settlement of Citigroup Enforcement Action. U.S. District Judge Jed Rakoff ruled that a consent judgment in an action against Citigroup was not fair, reasonable or adequate, and was not in the public interest. It was not reasonable, said Judge Rakoff, to impose substantial relief on the basis of mere allegations.

It was not fair, despite Citigroup's nominal consent, because there is a potential for abuse in imposing penalties on the basis of facts that are neither proven nor acknowledged. In the absence of any facts, the court also lacked a framework for determining adequacy. Finally, the proposed consent judgment did not serve the public interest because the settlement required the court to employ judicial power and assert judicial authority when the court did know the facts. Refusing to approve the proposed consent judgment, the court instead consolidated the case with an SEC enforcement action against an employee of the financial institution and directed the parties to be ready to try the case next July.

In this case, the SEC claims that Citigroup misled investors with regard to a fund holding assets the bank expected would lose money. Citigroup allegedly represented that the fund was an attractive investment with a portfolio selected by independent advisers. As Citigroup was marketing the fund to its customers, the firm took short positions in many of the underlying assets for its own account.

Judge Rakoff harshly criticized the SEC’s practice of allowing defendants to settle claims while neither admitting nor denying wrongdoing. This policy was “hallowed by history but not by reason,” said the judge. While giving substantial deference to the views of an administrative body vested with authority over a particular area, before a federal court may employ its injunctive and contempt powers in support of an administrative settlement, it is required, even after giving substantial deference to the views of the administrative agency, to be satisfied that it is not being used as a tool to enforce an agreement that is unfair, unreasonable, inadequate, or in contravention of the public interest. The SEC has a duty, inherent in its statutory mission, to see that the truth emerges. If it fails to do so, a court must not, in the name of deference or convenience, grant judicial enforcement to the agency's actions. SEC v. Citigroup Global Markets, Inc. (SD NY) is reported at ¶96,597.

First Amendment Did Not Protect Credit Ratings. A federal district judge ruled that credit rating opinions were not entitled to First Amendment protection. The court (DC NM) rejected claims by the rating agencies that the credit ratings were opinions about the future that were not provably false, and therefore not actionable because of First Amendment protections. The agencies also claimed that the investors failed to allege that they issued their ratings with actual malice as required by the First Amendment.

The court noted that the ratings were issued to limited group of investors, and not the public at large. Unlike public companies, the issuer trusts were not "public figures" entitled to more extensive constitutional protections. The court stated that when determining whether speech addresses a matter of public concern, courts should consider the expression’s content, form and context as revealed by the whole record. A credit rating not addressing a matter of public concern receives no special protection when "the speech is wholly false," stated the court, noting that "the First Amendment does not forbid regulation of false, deceptive, or misleading commercial speech." Genesee County Employees' Retirement System v. Thornburg Mortgage Securities Trust 2006-3 (DC NM) is reported at ¶96,599.


CCH Blue Sky Law Reporter  

Arkansas Adopts Securities Rule Amendments. Amendments to rules affecting federal covered securities, exempt transactions and broker-dealers, agents, investment advisers and investment adviser representatives were adopted by the Arkansas Securities Department. ¶10,401, ¶10,411, ¶10,420 - ¶10,426B, ¶10,480, ¶10,509, ¶10,544 and ¶10,571.

California Release Differentiates Treatment of Issuers’ Officers/Directors as BDs Falling Within or Being Excluded from the California BD Definition. A release issued by the California Department of Corporations in 2008 on the treatment of issuers' officers and directors as broker-dealers or agents requiring their registration or as excluded from the California "broker-dealer" definition, was revised to reflect the 2011 adoption of Rule 260.004.1 at ¶11,743A that excludes an associated person of an issuer from the California "broker-dealer" definition if the associated person is not considered a broker-dealer under Rule 3a4-1 of the Securities Exchange Act of 1934. According to the revised release, an issuer's officers and directors may be: (1) included in the California "broker-dealer" definition if they effect securities transactions; (2) excluded from the "broker-dealer" definition if they do not effect securities transactions; (3) "agents" if they are included in the "broker-dealer" definition and receive a commission for effecting securities transactions; (4) excluded from the "broker-dealer" definition if they effect securities transactions without receiving a commission; or (5) excluded from the "broker-dealer" definition if they meet the conditions of California Rule 260.004.1. ¶12,666.

Colorado Provides Time-Table and Instructions for Investment Adviser Switch Program. The time-table for investment advisers with assets under management of between $25 million and $100 million to switch from federal to state registration in Colorado is provided by memorandum of the Securities Division. The eight important dates comprising Colorado's switch program span from November 21, 2011 (the date of the memorandum at ¶13,666Z) to June 28, 2012 (the date the switch program ends). ¶13,666Z and ¶13,667.

Georgia Adopts Revised Securities Rules. Revisions to the Georgia securities rules were adopted by the Secretary of State's Office. The rule changes were made to conform to the Georgia Uniform Securities Act of 2008, and affect federal covered securities, exemptions, securities registrations, broker-dealers/agents, investment advisers/investment adviser representatives and administrative hearings, procedures and investigations. ¶18,401 - ¶18,500C.

Massachusetts Re-Proposes Private Fund Adviser Exemption. A revised version of a previously proposed private fund adviser exemption was re-proposed by the Massachusetts Securities Division, together with revised versions of a previously proposed "institutional buyer" definition and investment adviser discretionary authority and custody requirements. Following a June 23, 2011 hearing on the initial versions of the proposed rule additions/amendments, the Commissioner now requests interested persons to submit additional comments on the revised proposals to the Securities Division at One Ashburton Place, Room 1701 in Boston, Massachusetts 02108.  As proposed, private fund advisers would be exempt from investment adviser registration in Massachusetts, provided the advisers are not subject to "bad boy" disqualifications under Rule 262 of federal Regulation A, and electronically file through the IARD the SEC-filed reports and amendments required by SEC Rule §204-4, together with a $300 fee, at which time the electronic submission would be considered "filed." Currently, institutional buyers may be: (1) an organization described in Section 501(c)(3) of the Internal Revenue Code having a securities portfolio of more than $25 million; (2) an investing entity whose only investors are financial institutions and institutional buyers as described in Massachusetts Securities Act §401(m) and Massachusetts Securities Rule 12.205(1)(a)6.a.; or (3) an investing entity made up exclusively of accredited investors as defined in Rule 501(a) of federal Regulation D under the Securities Act of 1933 who each invested a minimum of $50,000. As proposed, the definition in (3) above would additionally require the subject fund to have existed before March 30, 2012 and to have ceased to accept new beneficial owners as of that date. As proposed, investment advisers registered or required to register in Massachusetts that have custody of their clients’ funds or securities would need to comply with the safekeeping requirements of SEC Rule 206(4)-2 under the Investment Advisers Act of 1940. Massachusetts would adopt the "custody" definition in SEC Rule 206(4)-2 of the 1940 Act. An investment advisers would not be exempt from the independent verification requirement in subsection (b)(3) of SEC Rule 206(4)-2 unless the adviser: (1) has written consent from the client to deduct advisory fees from the qualified custodian-held account; and (2) sends the qualified custodian and client an invoice or statement of the fee amount to be deducted from the client’s account each time a fee is directly deducted. ¶31,455.

Michigan Answers Frequently Asked Questions About IAs/IA. Reps and Provides FAQ on Mid-Size Adviser Switch from Federal to State Registration. Frequently asked questions pertaining to investment advisers and investment adviser representatives are answered by the Michigan Office of Financial and Insurance Regulation. In addition, a release by the Michigan Office of Financial and Insurance Regulation (OFIR) provides the time-table and procedures for switching from federal to state registration by mid-size advisers having assets under management of between $25 and $100 million. “Switch firms” may start applying to register Michigan by updating Part 1 of their Form ADV notifying OFIR of their application for Michigan registration. OFIR will, on receipt of the notification, send an email to the contact person listed on Web IARD requesting a copy of all client agreements and a balance sheet, and then review the client agreements to ensure they do not conflict with Michigan law. Note that it is a firm’s responsibility to resolve inconsistencies between client agreements and the Firm’s ADV, and that approval of the firm does not ensure that the firm’s documents are approved and free of violations. Switch firms applying for Michigan registration before March 31, 2012 will be waived from paying the $200 registration fee. ¶32,669, ¶32,670, and ¶32,671.

Tennessee Issues Policy on Requesting Confidential Treatment for Filings. A policy statement by the Tennessee Securities Division reiterates and elaborates upon Tennessee securities rule 0780-4-1-.04(5)(f) at ¶54,404 allowing persons to request that specified information received by the Division in connection with the filing of registration statements, applications or reports be kept confidential. The request for confidential treatment must be sent to the Division separate from the other parts of the filing, marked "Confidential Treatment Requested” and signed by the person submitting the registration statement, application or report. Note that the request itself will be available for public inspection so should not contain any information considered confidential. Tennessee securities rule 0780-4-1-.04(5)(f) sets forth the details of a request for confidential treatment including the statements that must be made on the request and the different responses the Assistant Commissioner might make upon receiving it. ¶54,525.

Texas: Newsletter Author Was Not Subject to Investment Adviser Registration. The Texas Court of Appeals has held that the author of an investment newsletter was not subject to registration as an investment adviser under the Texas Securities Act. In Murphy v. Reynolds, the appellate court reasoned that the defendant did not fall within the definition of an "investment adviser" under the federal Investment Advisers Act of 1940, and was thus statutorily exempt from registration under Texas law, because he qualified as a publisher of a bona fide financial publication of general circulation.

Although the plaintiff alleged that the defendant "touted" securities, nothing in the record showed or allowed an inference that the defendant received compensation from the companies he recommended or that he personally gained by promoting the companies discussed in the newsletter. Additionally, while the plaintiff alleged that the newsletter falsely represented the defendant's expertise and methodology and the success of his investment recommendations, no evidence refuted the validity of the performance summaries listed in the newsletters or showed that the endorsements and third-party success stories were manufactured or false. Finally, the plaintiff failed to create a factual issue that the defendant’s recommendations were misleading merely because the newsletter at issue emphasized a long-term investment approach as opposed to more aggressive or short-term methods advocated by the defendant in other publications. Accordingly, the defendant was entitled to summary judgment because he was not subject to registration as an investment adviser under the Investment Advisers Act and, by extension, under Texas law. Murphy v. Reynolds is reported at ¶74,947.


Aspen Federal Securities Publications  

Corporate Secretary’s Answer Book, Fifth Edition, by Cynthia Krus. The 2012 Supplement is now available online. Corporate Secretary’s Answer Book addresses issues vital to corporate secretaries and shares a wealth of practical experience, providing tips, strategies, and forms to assist in the day-to-day planning and implementation of the corporate secretarial function. This publication gives any corporate secretary, from the newly appointed to the more experienced, the answers he or she needs. The 2012 Supplement addresses issues that may arise in connection with the implementation of provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and other recent developments under state law, the federal securities laws, and the rules of the national securities exchange. Beyond textual discussion, the Answer Book is replete with forms, memorandums, checklists, and real-life examples to assist the corporate secretary in his or her daily tasks. The 2012 Supplement includes discussion and analysis of the following new questions: Does a company that plans to hold a virtual shareholder meeting need to amend its certificate of incorporation? Have any companies used their proxy statements, rather than their bylaws, to successfully enforce an advance notice requirement regarding stockholder proposals? What trends have emerged at recent shareholder meetings? What has the comment process in response to the SEC’s concept release revealed about “proxy plumbing”? What have been the results during the 2011 proxy season from the changes implemented with regard to voting on executive compensation in response to the Dodd-Frank Act? What other types of corporate governance proposals were shareholders focused on during the 2011 proxy season? How have the responsibilities of the board of directors developed in light of the recent economic and regulatory changes? How have shareholders responded to issues related to political spending? What are the Listing Standards for Compensation Committees? What happened when the United Kingdom introduced say on pay? What impact does a whistleblower report have on the timing of a report to the SEC? What activities do the new SEC whistleblower provisions protect? Should a company’s document retention policy include social media? Also included in this supplement is guidance on a variety of new subjects, such as: capital structure; consents; estimated tax payments; Passive Activity Loss (PAL) Rules; corporations without E&P; compensation committee functions; incentive-based compensation arrangements for financial services firms; compensation committee consultants; incentive-based compensation agreements; expanding federal protection and whistleblowers and incentives; and the latest corporate governance developments.

Securities Regulation, by The Late Louis Loss, Joel Seligman, and Troy Paredes. The new Fourth Edition of Volumes VII and XI (Finding Devices) of the cornerstone Securities Regulation treatise is now available online. This Fourth Edition volume fully incorporates the large number of legislative, regulatory, and case law changes since Securities Regulation, Third Edition was published. Highlights of Volume VII include: a new section on the Dodd-Frank Wall Street Reform and Consumer Protection Act’s addition of new orderly liquidation authority to the FDIC with respect to covered financial companies that are not covered broker-dealers and to the SIPC with respect to covered broker-dealers; a detailed discussion of Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which extends Investment Adviser Act registration and substantive provisions to hedge funds (denominated private funds); a discussion of the Advisers Act’s seven exemptions from registration requirements as a result of the Dodd-Frank Act, which became effective on July 21, 2011; an expanded discussion of the history of SEC short sale rules and SEC initiatives after the financial crisis to address abusive naked short selling; and analysis of the SEC study on the Office of Investor Education and Advocacy, Study and Recommendations on Improved Investor Access to Registration Information about Investment Advisers and Broker-Dealers as Required in §919B of the Dodd-Frank Act.

Regulation of Money Managers: Mutual Funds and Advisers, by Tamar Frankel and Ann Taylor Schwing. The 2012 Supplement is now available online. This comprehensive treatise on investment management regulation covers federal and state statutes, their legislative history, common law, judicial decisions, rules and regulations of the SEC, staff reports, and other publications dealing with investment advisers and investment companies. The 2012 Supplement contains recent developments including: addition of numerous new court decisions, SEC no-action letters, secondary sources and law review articles, and updating of the existing court decisions and regulations; discussion of recent rules, proposed rules, and amendments to rules generally and specifically as arising from the Dodd-Frank Wall Street Reform and Consumer Protection Act; discussion of the implications of the 2011 U.S. Supreme Court decision in Janus Capital Group, Inc. v. First Derivative Traders, addressing responsibility for the mutual fund's operational activities; discussion of the 2011 D.C. Circuit decision in Business Roundtable v. Securities & Exchange Commission vacating what it described as the “arbitrary and capricious” Rule 14a-11 under the Securities Exchange Act of 1934; new material on family offices, municipal advisors,  and the Private Fund Investment Advisers Registration Act of 2010; discussion of updates to the “pay to play” rule—Rule 206(4)-5 under the Advisers Act; discussion of proposed amendments to rules on advertising relating to target date funds; discussion of the enhanced protections and rewards for whistleblowers pursuant to Dodd-Frank Section 922; and the addition of new SEC Rules and policies and updating of changes in the SEC Rules published in C.F.R. and SEC policies.

Capital Markets Handbook, Edited by John C. Burch, Jr. and Bruce S. Foerster. The 2012 Supplement is now available online. This supplement includes an expanded discussion of the panic of 2008, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and their impact on Future Financing; updated underwriting and pricing statistics; NASD Rules 2210: “Communication with the Public” and 2211 “Institutional Sales Material and Correspondence” and their application to certain Free Writing Prospectuses; new FINRA Rule 5131: “Allocation and Distribution of New Issues”; new FINRA Rule 5141: “Sale of Securities in a Fixed Price Offering”; Dodd-Frank and European Union regulation of credit rating agencies; and an amended and expanded Glossary.

2012 Handbook for Preparing SEC Annual Reports and Proxy Statements, by Lawrence D. Levin, Adam R. Klein. The 2012 Edition is now available online. This excellent sourcebook is for all those who have responsibility for preparing and reviewing the following annual disclosure documents for public companies: the annual report on Form 10-K, the annual meeting proxy statement, and the annual report to shareholders. In addition to a comprehensive analysis of the various rules and forms that apply to these documents, this publication contains practical guidance based on the authors’ own experiences and those of their colleagues in representing various public companies over the years. Where appropriate, it references informal SEC guidance from its Interpretive Releases and its Division of Corporation Finance’s Compliance and Disclosure Interpretations. Various examples have been included to assist the user in complying with the complicated federal securities laws and preparing proper disclosure. The authors have also highlighted where relevant the interplay among the SEC rules and those of the national securities exchanges and state corporate law.

The Regulation of Corporate Disclosure, Third Edition, by J. Robert Brown, Jr. The latest release, 2012-1 Supplement, is available online. This complete and up-to-date handbook on the issue of corporate disclosure covers the impact of the federal securities laws on both informal communications and the process of communicating with shareholders. The 2012-1 Supplement updates Chapter 1, including specifically, updating the discussion of primary and secondary liability recently addressed by the Supreme Court in Janus Capital Group Inc. v. First Derivative Traders and adding a subsection on class certification in fraud actions, a topic also recently addressed by the Supreme Court in Erica P. John Fund, Inc. v. Halliburton Co.; further updates Chapter 2 on the regulatory environment for corporate disclosures, including further analysis of recent cases relating to reliance and third parties, and fraud on the market; updates the new subsection on the extraterritorial application of Rule 10b-5, including further analysis of lower courts’ interpretations of Morrison v. National Australia Bank; further refines the discussion of the use of disclosure by the SEC in the area of corporate governance, including requirements under the Dodd-Frank Act relating to structure and disclosures of the nominating, audit and compensation committees of the board, disclosures relating to independent consultants and executive compensation, and the Dodd-Frank “say on pay” and proxy access rules; and updates the discussion of materiality under the securities laws to reflect recent case law, including Matrixx Initiatives, Inc. v. Siracusano.


Hot Topic of the Month

This month's hot topic is accredited investors. A person must have accredited investor status, as defined in SEC regulations, to be eligible to participate in certain private and limited offerings that are exempt from the registration requirements. Accredited investors are presumed to be sophisticated and therefore not in need of the investor protections afforded by SEC registration and disclosure requirements.

The Securities Act defines an accredited investor as bank, insurance company, investment company or business development company, a Small Business Investment Company, or an employee benefit plan. Any person possessing, for example, sufficient financial sophistication, net worth, knowledge, and experience in financial matters, or amount of assets under management may also qualify as an accredited investor. Securities Act Rule 215 describes additional entities qualifying as accredited investors, including, savings and loan associations, registered brokers or dealers, certain Section 501(c)(3) organizations, and entities in which all of the equity owners are accredited investors. The Dodd-Frank Act required the Commission to adjust the net worth standard for natural persons to attain accredited investor status. The test is under Dodd-Frank is $1 million of net worth, excluding the person's primary residence, and the Commission has recently adopted amendments its rules reflecting the new standard and to clarifying the treatment of indebtedness secured by the primary residence in the calculation of net worth.

While governmental bodies have not been expressly defined as accredited investors, the Commission staff has provided guidance that certain governmental units may so qualify. In a 2011 no-action letter the staff of the Division of Corporation Finance stated that a sovereign wealth investment fund established by the constitution of Alaska could be treated as an "accredited investor" under Rule 501(a)(3) of Regulation D. The fund requested the interpretive guidance because its uncertainty as to its status limited its access to markets for unregistered securities and Regulation D private placements and affected its ability to diversify its investments. The staff's response was based on representations in the letter including that the fund was analogous to a business trust or partnership. The Commission has also proposed rules to clarify the definition of accredited investor and reflect developments since its adoption. The State of Alaska has commented on this rulemaking, requesting that the Commission include in its initial rulemakings implementing the Dodd-Frank Act amendments to add governmental bodies to the definitions of "accredited investor" and "qualified institutional buyer" in Rule 215, Regulation D and Rule 144A.

We publish related information in a wide range of resources (e.g., Federal Securities Law Reporter, SEC Today, etc.), and document types (laws, regulations, releases, newsletter articles, treatise discussion). For example:

  • Federal Securities Law Reporter
    • Securities Act Section 2(a)(15) at ¶1631
    • Securities Act Rule 215 at ¶1635
    • Securities Act, Regulation D, at ¶2373
    • Dodd-Frank Act Section 413 at ¶58,073
    • Securities Act Release No. 33-9287 will be reported at ¶89,666
    • Securities Act Release No. 33-9177 at ¶89,290
    • Securities Act Release No. 33-8828 at ¶87,939
    • Alaska Permanent Fund (SEC) is reported at ¶76,747
    • Report letters (e.g., 2-2-11, "SEC Adopts Say-on-Pay and Golden Parachute Rules")
  • Dodd-Frank Wall Street Reform and Consumer Protection Act: Law, Explanation and Analysis (e.g. ¶1545)
  • Alaska comment on rulemaking
  • Insights – Amy L. Goodman "A Revised Net Worth Standard for Accredited Investors" (March 2011) and "Accredited Investor" Standard for Regulation D Offerings" (September 2010)
  • Jim Hamilton’s World of Securities Regulation (e.g. 12-21-11)


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