I was on vacation last week and apparently missed lots of big news. A volcano kept me from going to Europe, but nothing stopped the SEC from bringing a case against Goldman Sachs. Here are some recent compliance related stories that I found interesting. The SEC and the Rogue Inspector General by J Robert Brown … Read more »
Who Blows the Whistle on Corporate Fraud?
It takes a village. Alexander Dyck, Adair Morse, and Luigi Zingales found that fraud detection does not rely on standard corporate governance actors. Instead they found that employees, short sellers and analysts are the top sources in uncovering corporate fraud. The three researchers studied reported fraud cases between 1996 and 2004 for U.S. companies with … Read more »
FINRA Guidance on Private Placements
The Financial Industry Regulatory Authority released Regulatory Notice 10-22 reminding registered firms about their obligations regarding suitability, disclosures and other requirements for selling private placements to customers. A Broker-Dealer that recommends a security is under a duty to conduct a reasonable investigation concerning that security and the issuer’s representations about it. This is true regardless … Read more »
Quon Roundup on Employee Computer Privacy
Lots of discussion about the Quon case focused on the lack of technology expertise by the Justices on the Supreme Court. Actually, most people labeled them as Luddites. DC Dicta even claims that Chief Justice Roberts writes his opinions in long hand with pen and paper. This issue that I am hoping to see addressed … Read more »
FCPA Opinion Procedure Release 10-01
The Department of Justice released its latest Opinion Procedure Release under the Foreign Corrupt Practices Act. It’s one of the quirks of the FCPA that you can ask the Department of Justice whether a particular situation would be a violation of the FCPA. This opinion is also quirky. The company requesting the opinion was in … Read more »
Ethics and Baseball Tickets
Baseball season is here. That means businesses will be opening their boxes and seats for entertaining clients and potential clients. Of course those tickets are gifts. How do you treat them under your company’s gifts policy or a government’s ethics policy? One typical requirement is that you pay for the tickets. Face value is the … Read more »
The Knowledgeable Employee Exemption for Private Funds
UPDATE: See More Guidance on Knowledgeable Employee Exemption for Private Funds When operating under the Section 3(c)(7) exemption from the Investment Company Act, the issue then becomes how a private investment fund can provide an equity ownership to key employees. Its unlikely that your key employees will have the $5 million in investments needed to … Read more »
Qualified Purchasers under the Investment Company Act
In a private fund exempt under 3(c)(1) investors only generally need to be accredited investors (and “qualified clients” if the fund manager is SEC registered. If you have more than 100 investors in the fund you will need to fall under the 3(c)(7) exemption. That means all of your investors must be “qualified purchasers.” A … Read more »
Private Fund Exemptions under the Investment Company Act
Private investment funds primarily use two exemptions to avoid being defined as an “investment company” under the Investment Company Act of 1940: Section 3(c)(1) or Section 3(c)(7). Less than 100 Investors Section 3(c)(1) of the Investment Company Act excludes from being an investment company any issuer whose outstanding securities are beneficially owned by not more … Read more »
Feds Release Usable Model Consumer Privacy Notice
There was much cheering when federal regulators finally released their Final Model Privacy Notice Form back in November. That was quickly followed by a gnashing of teeth when it turns out the regulators did not understand the concept of a form or how to use Adobe Acrobat. They merely created a static document that you … Read more »