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On September 17, 2010, the Securities and Exchange Commission ("SEC") unanimously voted to publish for comment proposed rules that would require registrants to increase disclosure of short-term borrowing arrangements in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A"). The SEC also unanimously voted to issue an interpretive release reiterating its long-standing guidance regarding liquidity and capital resources disclosure requirements in MD&A.The proposing release may be found here.
Client Alert | September 20, 2010
In-house counsel in the EU will continue to be denied the protection of legal professional privilege after the Court of Justice of the European Union ('ECJ') unambiguously reaffirmed the limited scope of the doctrine under EU law. The appeal arose from an action for the annulment of a European Commission decision to seize documents during a "dawn raid" on the offices of a subsidiary of Akzo Nobel under competition enforcement powers.
Client Alert | September 15, 2010
Washington, D.C. partner John F. Olson is the author of "Observations on Key Corporate Governance Impacts of Dodd-Frank" [PDF] published in the September issue of U.S.
Client Alert | September 15, 2010
On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law by President Obama. Included among its sweeping changes to the regulation of the U.S.
Client Alert | September 14, 2010
Investment advisers are generally required to register with the SEC unless they qualify for an exemption from registration. The Act eliminates the exemption for advisers with fewer than 15 clients but introduces new exemptions for small private fund advisers (private fund advisers with assets under management in the United States of less than $150 million), foreign private advisers, venture capital fund advisers and family offices.Click here for a discussion of the requirement for investment advisers to register with the SEC and the limited set of exemptions from registration.
Client Alert | September 14, 2010
Registration with the SEC is a fairly simple process and involves filing with the SEC a disclosure document (Form ADV) containing information about the adviser and its business, owners and affiliates. The disclosures made in Form ADV must satisfy the adviser’s fiduciary duty to clients to provide full and fair disclosure and are subject to the anti-fraud provisions of the Advisers Act.
Client Alert | September 14, 2010
By registering with the SEC, an adviser becomes subject to a range of substantive provisions of the Advisers Act, including requirements to develop, implement, update and supervise a variety of compliance policies and procedures, including a code of ethics. Implementing a compliance program is not a standard process, but rather requires customization to fit the particular business of an adviser. A registering adviser should not delay in assessing the steps to be taken to implement a compliance program and designing a plan for timely implementation. SEC-registered advisers are required to designate a chief compliance officer and to assess the adequacy and effectiveness of its compliance policies at least annually.Newly registering advisers become subject to periodic and &q
Client Alert | September 14, 2010
By registering with the SEC, an adviser becomes subject to a range of substantive provisions of the Advisers Act, including requirements to develop, implement, update and supervise a variety of compliance policies and procedures, including a code of ethics. Implementing a compliance program is not a standard process, but rather requires customization to fit the particular business of an adviser. A registering adviser should not delay in assessing the steps to be taken to implement a compliance program and designing a plan for timely implementation. SEC-registered advisers are required to designate a chief compliance officer and to assess the adequacy and effectiveness of its compliance policies at least annually.Newly registering advisers become subject to periodic and &q
Client Alert | September 14, 2010
Like 2009, 2010 has witnessed frenetic activity in the class action bar. Continuing the trend of recent years, class action filings are up; the targets of class action lawsuits have expanded; and plaintiffs' firms that historically have focused on other areas are diversifying their portfolios by filing class suits in areas such as false advertising, consumer fraud, products liability, ERISA, and employment discrimination.
Client Alert | September 13, 2010
On July 26, 2010, the Senior Staff of the UK's Serious Fraud Office ("SFO") hosted attorneys from Gibson, Dunn & Crutcher and Kingsley Napley at the SFO's Offices in London for a discussion about the recently enacted UK Bribery Act ("Act"). The SFO Senior Staff (or "Staff") present were: Richard Alderman (Director); Robert Amaee (Head of Anti-Corruption, Proceeds of Crime and International Assistance); and Charles Monteith (Head of Assurance (Legal)). Present from Gibson, Dunn & Crutcher were Joel M.
Client Alert | September 7, 2010
Rule 206(4)-7 under the Investment Advisers Act of 1940 (the "Advisers Act") requires registered investment advisers to adopt and implement written policies and procedures that are reasonably designed to prevent violations of the Advisers Act by the adviser and any of its supervised persons within the meaning of Advisers Act section 202(a)(25). The adviser's policies and procedures must also be reasonably designed to detect and promptly address any violations that occurred. Advisers Act Rule 206(4)-7(b) further requires investment advisers to undertake an annual review to determine the adequacy and effectiveness of their procedures in light of internal and external developments affecting the firm.In her article, "Assessing Your Risk Program: Is Your Review Curren
Client Alert | September 7, 2010
New York partner Eduardo Gallardo and associate Jessica Lau are the authors of "Minority Freeze-Out Transactions Revisited" [PDF] published online by Law360 on September 7, 2010 at law360.com.
Client Alert | September 7, 2010
Washington, D.C. of counsel K. Susan Grafton and Los Angeles associate David Ward are the authors of "Hedge Fund Trading-and Investor-Related Compliance Issues and Regulatory Developments" [PDF] that appeared in Hedge Fund Enforcement & Regulatory Developments 2010 published by Practising Law Institute on September 3, 2010.
Client Alert | September 3, 2010
Los Angeles partner Julian Poon, associates Theane Evangelis Kapur and Blaine H. Evanson are the authors of "Aggregation or Stacking of Penalties or Punitive Measures" [PDF] published in ABA's book, chapter 19, A Practitioner's Guide to Class Actions.This information or any portion thereof may not be copied or disseminated in any form or by any means or downloaded or stored in an electronic database or retrieval system without the express or written consent of the American Bar Association.
Article | September 1, 2010
Los Angeles partner Christopher Chorba and associate Blaine Evanson are the authors of "Other Due Process Challenges To The Class Device," [PDF] published in the American Bar Association's A Practitioner's Guide to Class Actions, Chapter 30, in September 2010.
Article | September 1, 2010
Partner Andrew Tulumello and Dallas associate Mark Whitburn are the authors of "Res Judicata and Collateral Estoppel Issues in Class Litigation," [PDF] published in the American Bar Association's A Practitioner's Guide to Class Actions, Chapter 23, in September 2010.
Client Alert | September 1, 2010
Washington, D.C. partner Andrew Tulumello and associate Geoffrey Weien are the authors of "Multistate Class Actions and Choice of Law," [PDF] published in the American Bar Association's A Practitioner's Guide to Class Actions, Chapter 24, in September 2010.
Article | September 1, 2010
San Francisco partner Michael Li-Ming Wong and associate Brent Jones are the authors of “The Foreign Corrupt Practices Act and Pharma in the Chinese Market: United States Law Enforcement Pursues Corruption Crackdown Across Entire Industry” [PDF] that was published by GBI in the September 2010 issue of the CPB Review.
Client Alert | September 1, 2010
Washington, D.C. partner C. William Thomas Jr. and London associate Jay Ze are the authors of "The AIFM Directive: Implications For Non-EU Managers" [PDF] published online by Law360 on August 25, 2010 at law360.com.
Client Alert | August 25, 2010
Printable PDFToday the U.S. Securities and Exchange Commission ("SEC") adopted amendments to its proxy rules to permit shareholders to include their director candidates in a company's proxy materials–commonly referred to as "proxy access." The vote on the amendments was 3-2, with Commissioners Casey and Paredes dissenting due to numerous concerns, including that the proxy access rules encroach on state corporate law and interfere with private ordering by companies and their shareholders.
Client Alert | August 25, 2010