September 2010

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.

 To view past issues of the Securities Update, please visit http://business.cch.com/updates/securities.

 If you have questions or comments concerning the information provided below, please contact me at rodney.tonkovic@wolterskluwer.com.

  

Financial Reform Resources

  

 

 

CCH Federal Securities Law Reporter

New Rules Adopted to Facilitate Proxy Access by Shareholders. In a three-to-two vote, the SEC approved new rules to facilitate the ability of shareholders to nominate and elect members to companies' boards of directors. New Exchange Act Rule 14a-11 will require a company to include a shareholder nominee for director in its proxy materials if the nominating shareholder or shareholders acting together own at least 3% of the voting power of securities that are entitled to vote and the shares have been continuously held for at least three years. Shareholders may not use the rule for the purpose of changing control of the company or in an attempt to obtain a number of seats on the board that exceeds that number allowable under Rule 14a-11.

Shareholders must file a new Schedule 14N to disclose their nominations, the percentage of their voting power, the length of ownership and a statement that the nominating shareholders intend to continue to hold the securities through the date of the meeting at which the elections will be held. Schedule 14N will provide information about the nominees, about the relationships between the nominating shareholders and nominees and the company. Shareholders will have to certify their eligibility and the accuracy of the information they provide on Schedule 14N. The nominating shareholder or group will be liable for any false or misleading statements that are made in connection with the nomination, regardless of whether the statements are included in the company's proxy materials.

The SEC also adopted amendments to Rule 14a-8(i)(8) to require companies to include in their proxy materials certain proposals that seek to establish a procedure in their governing documents for the inclusion of shareholder director nominees in the proxy materials. Companies are currently permitted to exclude shareholder proposals that relate to elections. This exclusion was narrowed to allow more shareholder proposals relating to elections. The current eligibility provisions of the rule will continue to apply. Smaller reporting companies were given a three-year delay in complying with the new rules, during which time the SEC will monitor the rules during this period to see whether modifications would be appropriate before they become fully applicable to these companies. Release No. 33-9136 will be published at ¶89,091.

 

Commission Seeks Comment on Definitions of Terms Related to Swap Regulation. The Commission has issued a notice and request for public comment to assist it and the Commodity Futures Trading Commission in defining key terms in Title VII of the Dodd-Frank Act. Title VII provides that the SEC and CFTC, in consultation with the Board of Governors of the Federal Reserve System, are required to define "swap," "security-based swap," "swap dealer," "security-based swap dealer," "major swap participant," "major security-based swap participant," "eligible contract participant," and "security-based swap agreement." The two agencies are also required to jointly prescribe regulations regarding "mixed swaps." The Commission encourages commenters "to address aspects of the Key Definitions such as the extent to which the definitions should be based on qualitative or quantitative factors and what those factors should be, any analogous areas of law, economics, or industry practice, and any factors specific to the commenter's experience." Comments are also invited on the regulation of "mixed swaps." Release No. 34-62717 at ¶89,082 (IntelliConnect) (IRN) (ip access user).

 

SEC Requests Comments to Assist Study on Broker-Dealer, Investment Adviser Standards of Care. The SEC is seeking public comment to assist in a study required by the Dodd-Frank Wall Street Reform and Consumer Protection Act on the standards of care governing broker-dealers and investment advisers that provide personalized investment advice to retail investors. The study will consider the effectiveness of the existing legal and regulatory standards of care for brokers, dealers, investment advisers and the persons associated with them and whether there are gaps or shortcomings in the standards with respect to the protection of retail customers.

The SEC's release asks for views on whether the existence of different standards of care applicable to brokers, dealers, investment advisers and those associated with them creates confusion for retail customers about the quality of the advice they receive. Views are also sought on the resources devoted to regulation, examination and enforcement of the standards of care, including the effectiveness and frequency of examinations. Comments are sought on the potential impact of eliminating the broker and dealer exclusion from the definition of investment adviser, including potential benefits or harm to retail investors that could result from the change. The SEC is also seeking input about the additional costs and any other considerations that may apply as the agency considers whether to conduct a rulemaking following the study. Release No. 34-62577 at ¶89,074 (IntelliConnect) (IRN) (ip access user).

 

Comments Sought on Incorporating IFRS Into Financial Reporting System. The Commission is seeking comment on whether to incorporate international financial reporting standards into the U.S. financial reporting system and the impact of that action on issuers and investors. The SEC wants input on U.S. investors' current knowledge about IFRS, how they educate themselves about accounting standards and the time that would be needed to improve investors' understanding prior to adopting IFRS. With respect to issuers, the SEC is asking for information about the impact on contractual arrangements that require the use of U.S. GAAP and the application of certain legal standards tied to the amounts that are determined for financial reporting purposes. The staff is seeking information on how investors learn about accounting standards and the time that would be necessary to ensure that investors have a sufficient understanding of IFRS prior to a potential incorporation of those standards in the U.S. Release Nos. 33-9133 and 33-9134 at ¶¶ 89,083 (IntelliConnect) (IRN) (ip access user) and 89,084 (IntelliConnect) (IRN) (ip access user).

 

Stock Price Was Able to Absorb Information About Listing. A 9th Circuit panel affirmed a district court judgment finding no actionable loss to the shareholders of a corporation when its stock price did not decline in response to being listed on a different exchange than that indicated in its prospectus. The case arose from a merger in which the prospectus indicated that, upon completion of the merger, the company's stock, which had not previously been publicly traded, would be traded on the NASDAQ National Market ("NMS"). After the merger, however, the shares were traded instead on the NASDAQ Over-the-Counter Bulletin Board ("OTCBB"). For nineteen days after the merger, the company's stock traded above the merger price, but following adverse financial results, the price of the company's stock dropped significantly and soon dropped below the minimum for listing on NASDAQ NMS.

The investors filed suit alleging that the pre-merger prospectus was materially misleading because it implied that the shares would list and trade on the NMS. The district court (CD Cal) initially found for the corporation after a three-day bench trial. As summarized by the panel, the court found that the prospectus did not contain any misrepresentations, and further, even if it did, they were not material because the stock price did not fall below the merger price after the market learned the truth. In a prior appeal, the circuit court reversed after finding that the misrepresentations were materially misleading. The panel remanded with instructions to address in the first instance the issue of loss causation, an affirmative defense to Section 12 liability. On remand, the district court found that there could be no loss if the stock price did not drop below what the investors paid for the stock in the merger after the market reacted to the listing on OTCBB rather than NMS. The court concluded that the corporation showed that because the price remained above the merger price for nineteen days, the stock had "impounded," or absorbed, the fact that it was not listed on NMS.

In the instant appeal, the panel affirmed the district court's holding. The investors argued that the first appeal had foreclosed the issue of loss causation due to its focus on the issue of materiality. The panel disagreed, however, stating that loss "loss causation and materiality are different concepts in the statutory scheme." Otherwise, the panel observed, the affirmative defense would be a "nullity." The investors next argued that the district court's reliance on the stock prices was inappropriate in the absence of an efficient market, as set forth in Cammer v. Bloom (1990 CCH Dec. ¶95,211) in which publicly available information is immediately reflected by the prices. The panel held that stock price evidence may be used to assess loss causation in the absence of an efficient market. The loss causation inquiry, stated the panel, "requires only a full response to the misrepresentation," rather than an immediate response. Moreover, continued the panel, the Cammer test had only been used in the context of class certification, and its high bar was not appropriate and had not previously been used by any court in considering loss causation.

Finally, the panel addressed the merits of the appeal and found no error in the district court's holding. The panel concluded that the record showed substantial evidence supporting the finding that the stock price absorbed the information about the listing on OTCBB during the nineteen-day period before the price dropped. Miller v. Thane Int'l, Inc. (9thCir) is reported at¶95,826 (IntelliConnect) (IRN) (ip access user).

Company Released False Press Release With Deliberate Recklessness. A 9th Circuit panel affirmed a partial summary judgment and disgorgement order in an enforcement action brought by the SEC against a company and its former CEO. The SEC alleged that the defendants issued a series of press releases containing false and misleading statements in order to influence the price of the company's stock. Specifically, the SEC alleged that the press releases stated that the company had developed a working airborne cellular antenna when none in fact existed. The district court found that the company had sold unregistered securities and issued a fraudulent press release and ordered disgorgement of the proceeds from the sales plus prejudgment interest.

The panel first addressed the propriety of the district court's entry of final judgment under Rule of Civil Procedure 54(b). The panel found the final judgment to be proper because it was not "clearly unreasonable" or inequitable. The panel then turned to the registration claims and affirmed the judgment, finding that the transactions were not registered and that no exemptions applied. In this case, the exemption under Rule 144 did not apply because the party to whom the shares were transferred was an "affiliate" of the company under the securities laws because both were under the control of one individual. The parties who acquired stock from the affiliate, which was also an issuer, intended to distribute the shares to the public, so they qualified as underwriters, making the transaction ineligible for an exemption. An exemption under Regulation D was not available because reasonable care was not taken to ascertain whether or not the purchasers were underwriters.

Regarding the Exchange Act claims, the panel found that the press release was misleading and released with "deliberate recklessness." The panel first found that the press release was materially misleading because it could not plausibly be read in any way other than as stating that a functional airborne wireless antenna system existed, and this was "an absolute and unequivocal falsehood." Consequently, the company, knowing that it did not have a functioning prototype system, acted with deliberate recklessness in issuing a press release implying that it did. The panel accordingly affirmed the district court's grant of summary judgment.

The panel then found that the district court did not err in imposing joint and several liability against the company and its CEO for disgorgement of the proceeds of the sales. According to the panel, the disgorgement figure was a reasonable approximation of the profits. Next, the holding of joint and several liability was correct because the CEO benefited from the transactions because he had a large financial stake in the company's survival and was, moreover, a controlling person of the company. The panel also found no abuse of discretion in the award of prejudgment interest, which was based on the tax-underpayment rate. SEC v. Platforms Wireless Int'l Corp. (9thCir) is reported at ¶95,807 (IntelliConnect) (IRN) (ip access user).

 

Court Rules for SEC on FOIA Requests. The SEC was not required to produce records withheld pursuant to a Freedom of Information Act exemption, ruled a district court (DC DofC). The action arose out of a criminal proceeding that ultimately saw the defendant, a former chairman of Cendant Corp., convicted of securities fraud. During the litigation, the government produced certain documents that SEC staff produced during a prior investigation of Cendant pursuant to a civil enforcement action. The chairman's attorneys submitted three FOIA requests to the SEC seeking additional records from that investigation and the Commission responded by producing what it stated were all of the nonexempt responsive records. The attorneys contended that the Commission improperly withheld documents.

The Commission argued that the documents were covered by an exemption applying to materials protected by the work product doctrine and the deliberative process privilege. The court found that the material was work product and disagreed with the attorneys' argument that the work product privilege was waived when some of the documents were produced by the government in the criminal matter. The court explained that the work product privilege may be waived through disclosure, but, in this case, the fact that some notes were produced did not mean that waiver extended to all such notes regardless of subject matter. Also, the FOIA request regarding the documents actually disclosed during the criminal action was moot because the disclosure had already been made. Moreover, continued the court, the disclosures were made during a criminal prosecution brought by the Department of Justice. According to D.C. Circuit precedent, the Commission would not waive its privilege by providing documents to the Department of Justice, which then disclosed them to another party in litigation. Accordingly, the court awarded summary judgment in favor of the SEC regarding these documents.

Next, the court addressed the Commission's assertion of deliberative process privilege. The deliberative process privilege protects communications made as part of the deliberative process preceding a decision of a government agency. In this case, the court held that handwritten notes were exempt from disclosure because they contained the "mental impressions of SEC enforcement staff, including their recommendations and thoughts concerning the SEC's investigation. "The privilege however, does not cover mere factual material "unless it is inextricably intertwined with deliberative notes."

Finally, the Commission asserted that one of the documents was protected under an exemption covering the disclosure of information in personnel and medical files that would invade the privacy of the individual. Here, the Commission argued that a two-page settlement proposal contained personal and financial information about an individual and his family. The attorneys argued that the nonexempt information should be produced, and the court agreed, ordering the Commission to produce the document with the personal information redacted or to explain why the nonexempt information could not be segregated from the exempt information. Williams & Connolly LLP v. SEC (DC DofC) is reported at ¶95,830 (IntelliConnect) (IRN) (ip access user)

 

CCH Blue Sky Law Reporter  

Indiana Adopts Rules Coordinating with Indiana Securities Act. New rules and repeals of, and amendments to, existing rules coordinating with the Indiana Securities Act that took effect July 1, 2008 were adopted by the Indiana Securities Division on July 28, 2010. The rules pertain to federal covered securities, exemptions, registrations of securities, broker-dealers, agents, investment advisers, investment adviser representatives and administrative hearing procedures but a substantial portion of the existing rule text remains unchanged. Most of the rules were nonsubstantively amended to add the correct numerical references to the 2008 Indiana Securities Act and to the rules, provide official citations to federal securities acts, e.g., the Securities Exchange Act of 1934 and the Investment Company Act of 1940, change NASD references to FINRA, remove or replace the word "said" and such" with "the" or "these" as appropriate, and make certain provisions applicable to both "he" and "she" or "his" and "her." ¶24,573A (IntelliConnect) (IRN) (ip access user) - ¶24,573F (IntelliConnect) (IRN) (ip access user), ¶24,593A (IntelliConnect) (IRN) (ip access user), ¶24,615 (IntelliConnect) (IRN) (ip access user), etc.

 

Louisiana Sets Forth Schedule for Inspecting BD and IA Firms.  Broker-dealers and state-registered investment advisers doing business in Louisiana will be subject to inspections by the Office of Financial Institutions. Broker-dealers and state-registered investment advisers domiciled in Louisiana will receive their initial visit from the Office no later than one month after the firm’s registration effective date to review policies and procedures and ensure proper commencement of the firm’s business. Subsequent inspection dates are specified. Broker-dealers and state-registered investment advisers not domiciled in Louisiana may be inspected at any time if consumer complaints are filed with the Office or other information indicates potential problems. The findings of these inspections will be shared with the firm’s home state securities administrator. ¶28,562 (IntelliConnect) (IRN) (ip access user).

 

Oregon Adopts Fee Increases for UITs, BDs and Salespersons …The following fee increases were adopted by the Oregon Division of Finance and Corporate Securities for filings received after July 1, 2010:  (1) Unit Investment Trusts: Initial and Renewal Notice Filing Fee Per Portfolio, $500 (from $350); (2) Broker-Dealers: Renewal License Fee, $250 (from $200); and (3) Broker-Dealer Salespersons: Initial License Fee, $55 (from $50). Also, licensing requirements for investment advisers were amended. ¶47,556L (IntelliConnect) (IRN) (ip access user), ¶47,582Y (IntelliConnect) (IRN) (ip access user), ¶47,592 (IntelliConnect) (IRN) (ip access user).

 

…And Proposes Amendment to Accredited Investor Definition. Oregon’s accredited investor definition would be amended to exclude the value of an investor’s primary residence from the $1 million net worth calculation to reflect the modification of the federal "accredited investor" definition under the Dodd-Frank Act. ¶47,553 (IntelliConnect) (IRN) (ip access user).

 

Agency's Exercise of Personal Jurisdiction Over Nonresidents Did Not Violate Due Process. The Supreme Judicial Court of Massachusetts has held that the exercise of personal jurisdiction over nonresident respondents in an administrative proceeding did not violate the Due Process Clause of the Fourteenth Amendment to the United States Constitution. In Bulldog Investors General Partnership v. Secretary of the Commonwealth, the state high court ruled that the respondents had minimum contacts with Massachusetts sufficient to sustain personal jurisdiction because they had: (1) operated an interactive website accessible in Massachusetts that provided information the about investment products they offered for sale; and (2) sent a solicitation for a hedge fund purchase by e-mail to a Massachusetts resident. Accordingly, the respondents purposefully availed themselves of the privilege of conducting business in Massachusetts and invoked the protections of Massachusetts law. Additionally, it was also undisputed that the enforcement proceedings arose out of the respondents' contacts with Massachusetts. Finally, the exercise of personal jurisdiction under the circumstances comported with fair play and substantial justice because any inconvenience to the respondents in litigating in Massachusetts was outweighed by the state's strong interest in enforcing its laws in a Massachusetts forum.

The court also concluded that the e-mail message sent by the respondents constituted a solicitation that fell within the definition of an "offer" under the Act. The court observed that the Act defines an offer to include the "solicitation of an offer." The e-mail message constituted a solicitation of an offer to purchase securities because it contained detailed information about the investment philosophy and performance of the respondents' hedge funds, as well as news articles and information on the investment manager's partners. As the Act's definition of the term "offer" is not limited to the common law definition, it was not required that the communication be such that the recipient's assent would have concluded a bargain. The disclaimers posted on the respondents' website did not defeat liability because the materials sent via e-mail were designed to stimulate interest in purchasing the respondents' investment products and did not contain the disclaimer posted on the website. Accordingly, the Secretary of the Commonwealth properly determined that the respondents' e-mail message constituted an offer to sell unregistered securities in violation of the Act. Bulldog Investors General Partnership v. Secretary of the Commonwealth is reported at ¶74,855 (IntelliConnect) (IRN) (ip access user).

 

 

Aspen Federal Securities Publications  

Meetings of Stockholders by Jesse A. Finkelstein, R. Franklin Balotti, and Gregory P. Williams. The 2010 Supplement (IntelliConnect) (IRN) (ip access user) is available online on the Corporate Governance Library. Over the years, the SEC has increasingly used proxy rules as a mechanism for implementing policies and adjusting the rights of shareholders and management. This latest supplement to Meetings of Stockholders reflects statutory, case law, and other developments in the area of stockholders’ meetings and contains updates to many of the discussions regarding these meetings including: the chapter on the Preparation of Proxy Materials is updated and revised on such issues as disclosure of legal proceedings, executive compensation, audit committees, nominating committees, director qualifications, board leadership structure and role in risk oversight, relationship with independent accountants, electronic disclosure of proxy materials, relationship with independent accountants, shareholder lists, and stock exchange requirements; the chapter on Institutional Investors and Shareholder Activism includes updated discussions of the evolution of shareholder activism issues, players in the corporate governance debate, and the shareholder meeting; updated discussions of establishing a record date, solicitation, and tabulating the consents; revised discussion of establishing a chain of voting authority; updated discussion of the routine/discretionary vote; and an updated discussion of omnibus proxies/shareholder lists.

 

Securitization of Financial Assets, Edited by Jason H. P. Kravitt. The 2010 Supplement (IntelliConnect) (IRN) (ip access user) is now available online on the Commodities and Derivatives Library. This work provides a series of portals through which the authors enable the user to enter any particular issue, acquaint the user with its general terms, and provide the user with the intellectual foundation and appropriate sources with which to pursue the issue, or related issues, on his or her own. Part One consists of a series of issue-spotting and structuring chapters designed to enable the user to enter the substantive law chapters in Part Two, fully oriented to the broad significance of any particular legal or accounting issue or groups of legal issues, as well as the relation of this issue or issues to other issues and to particular structures. Part Two contains more detailed discussions of substantive law issues. The most recent update contains new chapters and complete chapter revisions and updates on a variety of subject areas including credit, liquidity, and other enhancements; a new chapter on OTC derivatives and synthetic securitization; and a new chapter discussing the Federal government’s response to the subprime meltdown of 2007 and related market crises.

 

The Regulation of Corporate Disclosure, Third Edition, by J. Robert Brown, Jr. The latest release, 2010-3 Supplement (IntelliConnect) (IRN) (ip access user), is available online on the Corporate Governance Integrated Library. 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 2010-3 Supplement updates the discussion of judicial interpretation of scienter pleading standards with recent relevant case law; updates the discussion of some corporate governance issues, including the discussions of compensation consultants and conflicts of interest issues; discusses the recent SEC guidance on climate control disclosure; includes updates to Notice and Access discussion to reflect recent SEC amendments to the rules on Internet availability of proxy materials; completely revises the Chapter 14 discussion of the summary annual report; and adds case law and other updates to the analysis of communications with beneficial owners.

 

Sarbanes-Oxley Act: Planning and Compliance. The 2010 supplement (IntelliConnect) (IRN) (ip access user) is now available online on the Corporate Governance Library. This comprehensive resource provides practical guidance to help ensure compliance with all Sarbanes-Oxley rules and regulations. It provides a veritable blueprint for an effective corporate compliance program. The 2010 Supplement includes discussion of many recent developments and adds significant new and revised material on a number of critical topics including: expanded discussion of Sarbanes-Oxley Section 806 “whistleblower” provision; expanded discussion of Sarbanes-Oxley Section 303 relating to a corporate officer or director’s influence on the auditor of the company’s financial statements; a new section discussing recent constitutional challenges to the PCAOB; a new section on Section 404 and the PCAOB’s Auditing Standard No. 5, explaining in detail the PCAOB’s guidance and requirements relating to this “principles-based” standard; expanded discussion of “knowing” and “willful” violations of Sarbanes-Oxley Section 906; discussion of the “Fair Fund” provision, Sarbanes-Oxley Section 308, that enables the SEC to return more funds to defrauded investors; and updates to excerpts from the NYSE Listed Company Guide, the AMEX Company Guide and the Nasdaq rules (Appendix A, Appendix B, and Appendix D).

 

 

Hot Topic of the Month

This month's hot topic is International Financial Reporting Standards ("IFRS").  The SEC has long studied and supported the adoption of a single set of globally accepted accounting standards and has been working to incorporate IFRS into the U.S. financial reporting system. The Commission's goal in this position is to improve financial reporting in the U.S. and to reduce country-by-country disparity in financial reporting. It is the Commission's view that the establishment of mutually acceptable international accounting standards would reduce regulatory impediments to cross-border transactions resulting from differing national standards.

In February 2010, the Commission issued a statement in support of the convergence of global accounting standards and directed the staff to develop a work plan to determine the areas and factors that must be considered in connection with a transition to IFRS and to position the Commission in 2011 to make a determination regarding incorporating IFRS into the financial reporting system for U.S. issuers. If the SEC mandates the adoption of IFRS, it would likely recognize the International Accounting Standards Board, the successor to the committee which developed the core standards, as the standard setter for U.S. issuers. Since 2002, the IASB and FASB have been working towards the convergence of U.S. GAAP and IFRS.

The SEC is currently seeking comment on whether to incorporate international financial reporting standards into the U.S. financial reporting system and the impact of that action on issuers and investors. The SEC wants input on U.S. investors’ current knowledge about IFRS, how they educate themselves about accounting standards and the time that would be needed to improve investors’ understanding prior to adopting IFRS. With respect to issuers, the SEC is asking for information about the impact on contractual arrangements that require the use of U.S. generally accepted accounting principles and the application of certain legal standards tied to the amounts that are determined for financial reporting purposes. The staff is seeking information on how investors learn about accounting standards and the time that would be necessary to ensure that investors have a sufficient understanding of IFRS prior to a potential incorporation of those standards in the U.S.

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

 

• Federal Securities Law Reporter
  • SEC Form 20-F, at ¶29,701 (IntelliConnect) (IRN) (ip access user)
  • Release No. 33-9133: Notice of Solicitation of Public Comment on Consideration of Incorporating IFRS Into the Financial Reporting System for U.S. Issuers, at ¶89,083, (IntelliConnect) (IRN) (ip access user)
  • Release No. 33-9134: Notice of Solicitation of Public Comment on Consideration of Incorporating IFRS Into the Financial Reporting System for U.S. Issuers, at ¶89,084, (IntelliConnect) (IRN) (ip access user)
  • Release No. 33-9109: Commission Statement in Support of Convergence and Global Accounting Standards, at ¶88,871 (IntelliConnect) (IRN) (ip access user)
  • Report letters (e.g., "SEC Seeks Comment on Impact of Incorporating IFRS Into Financial Reporting System" (8-18-10 (IntelliConnect) (IRN) (ip access user))
• SEC Today
  • SEC's Deputy Chief Accountant Reviews IFRS and Internal Controls (5-4-09) (IntelliConnect) (IRN) (ip access user)
  • SEC to Seek Comment on Roadmap for Mandatory IFRS (8-27-08) (IntelliConnect) (IRN) (ip access user)
• Insights – Amy L. Goodman (e.g., A Tough Road Ahead: The SEC's Work Plan for Assessing IFRS Adoption by U.S. Public Companies (May 2010) (IntelliConnect) (IRN) (ip access user); SEC Proposes Roadmap for U.S. Issuers to Switch to IFRS (January 2009) (IntelliConnect) (IRN) (ip access user)
• Securities Regulation – Loss, Seligman & Paredes (e.g., Chapter 2.E.2 (IntelliConnect) (IRN) (ip access user))
• U.S. Regulation of the International Securities and Derivatives Markets - Greene, Beller, Rosen, Silverman, Braverman & Sperber (e.g., Chapter 7.09 (IntelliConnect) (IRN) (ip access user))
• Jim Hamilton’s World of Securities Regulation (e.g., 3-25-10)

 

IPO Vital Signs