Tag: Bingham McCutchen

Christopher Cox Joins Bingham

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Christopher Cox, former Chairman of the U.S. Securities and Exchange Commission, is going to join Bingham McCutchen LLP in their Orange County office.

From 1977 to 1986, Cox worked out of the Orange County office Latham & Watkins. At the time of his retirement in 1986 he was the Partner in Charge of the Corporate Department in that office. Cox was elected to Congress in 1988 from a Congressional District based around Orange County and served for 17 years.

Cox will be part of Bingham’s corporate, mergers and acquisitions, and securities practice.

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EU Proposes Directive on Alternative Investment Fund Managers

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The European Commission published a draft Directive on Alternative Investment Fund Managers to establish a common regulatory and supervisory framework for all investment managers of funds promoted to investors in the European Union and not currently subject to European level regulation. Though the measure is directed at the hedge fund industry, the Directive would affect the operations of managers of all funds that are not registered as UCITS (Undertakings for Collective Investments in Transferable Securities), including private equity, real estate, infrastructure and venture capital funds.

The Directive is at an early stage of the legislative process and may be subject to significant change before it is adopted. Even in its current form it will not come into force before the end of 2011 and the proposals relating to the promotion of funds incorporated outside the EU will not come into force for a further three years after that. I expect there will intense lobbying from the financial services industry and the hedge fund industry.

The Directive is mainly driven by the European Commission’s aim to get control over what it perceives as systemic risks in unregulated fund markets. There is a set of regulations focused on managers domiciled in the EU and a second set on funds marketed in the EU.

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The New COBRA Subsidy: An Update for Employers

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The Employee Benefits and Executive Compensation group at Bingham McCutchen LLP put together a nice summary of the steps employers need to take in light of the changes to COBRA under the the American Recovery and Reinvestment Act of 2009. They dive into many of the details of who is eligible for the subsidy and how the reimbursement process works.

See my previous posts:

In the interest of full disclosure, I am related to one of the authors of the Bingham legal alert.

Recommended Annual Review for Hedge Funds and Other Private Fund Managers

bingham_logoBingham McCutchen has put together a Recommended Annual Review for Hedge Funds and Other Private Fund Managers.

Bingham put together a laundry list of regulations, policies and filings that you should review on at least an annual basis:

  • Compliance Policies and Procedures
  • Form ADV Part 1 and Form ADV Part II
  • Form SH
  • Anti-Fraud Rule Adopted by the SEC for Naked Short Sales
  • Blue Sky Filings and Amendments to Form D
  • Form 13F
  • Schedule 13D/13G
  • Forms 3, 4 and 5
  • Audited Financial Statements
  • Offering Document Updates
  • Ongoing ERISA Compliance
  • Section 457A
  • Section 409A
  • CFTC Requirements
  • Liability Insurance
  • Employee Training
  • Privacy Policy

Disclosure: The Wife is an attorney at Bingham.

Bingham’s Take on Compliance Reviews of an Extraordinary Year

Nancy M. Persechino of Bingham McCutchen LLP put together her take on the Compliance Reviews of an Extraordinary Year. She also includes a chart of the changes in law and rules, new guidance, and enforcement actions (.pdf).

Given the market turbulence of the past year and the rapidly changing business and regulatory environments, many CCOs may wish to do more than simply dust off last year’s review and update its contents. At least one thing remains the same: the purpose of the annual review is to assess the adequacy of the firm’s policies and procedures in ensuring compliance with securities laws and the effectiveness of their implementation. Nothing tests the adequacy of policies and procedures quite like a crisis. So, why not treat the extraordinary events of the last year as a great “forensic test” and ask, “What went right? What didn’t?”

Bingham Presentation on Massachusetts Data Security Law

bingham_logoBingham McCuthen LLP put together a panel presentation on the Complying with Massachusetts New Data Security Regulations.

Mark Robinson, a partner at Bingham, started with an introduction of the law and panel. He called the law “perilous.”

Beth Boland, a partner at Bingham, went through the requirements of the new law. OCBR and the business community seem to be at a disconnect over the law. OCBR thinks that they are not a big deal. They cite a statistic that there were over 318 reported breaches that affects more than 500 Massachusetts residents during a 10 month period when they were considering the law. [See Report of M.G.L. Chapter 93h Notifications (.pdf)]

Beth highlighted the limitation that data should only be collected that is “reasonable necessary to accomplish the legitimate purpose for which it is collected” 201 CMR §17.03(g) is unique to Massachusetts.

Beth highlights one of the pitfalls being the cascading certifications. First, there is no standard for certification. She expects there will be some battle over acceptable forms. Second, you need to folow the certification process all the way down the chain of custody to your providers, the sub-providers, the sub-sub providers, etc.

Beth highlighted that May 1, 2009 is deadline for getting contractual agreement that service providers will comply and January 1, 2010 is the deadline for getting a compliance certification.

Doug Schwarz, a partner at Bingham,  pointed out that in some organizations, the requirements will mostly affect Human resources and that HR may end up driving the process instead of IT.