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  • Securities Law Alert: April 16, 2004 ( April 2004 )

    A new rule, Rule 13(k)-1, is intended to make the treatment of foreign banks equivalent to domestic banks under Section 13(k). Also, the SEC recently voted to publish for comment proposed rule and form amendments relating to public shell companies.
  • SEC Adopts Issuer Stock Repurchase Amendments ( November 2003 )

    The SEC recently adopted amendments to Rule 10b-18,1 a rule that provides issuers with a safe harbor from market manipulation liability under the federal securities laws. The amendments are intended to simplify and update the safe harbor provisions in light of market developments since the adoption of Rule 10b-18 in 1982.
  • Sarbanes-Oxley Act of 2002: SEC Adopts Rules Requiring Electronic Filing And Website Posting of Forms 3, 4 and 5 ( July 2003 )

    On May 7, 2003, the SEC issued final rules that mandate electronic filing of Forms 3, 4 and 5 by corporate insiders, and require companies to post these reports on their websites within one business day of filing with the SEC.
  • New SEC Rules Under Sarbanes-Oxley: Impact Beyond Issuers ( April 2003 )

    Recently, the SEC issued a series of final rules under the Sarbanes-Oxley Act of 2002 (the "Act"). Besides the obvious impact of these rules on accountants and broker-dealers that happen to be public reporting companies subject to the Act, they contain certain provisions that significantly impact non-SEC reporting, broker-dealers, as well as the attorneys who work at such companies or represent them as outside counsel.
  • SEC Issues Final Rules Implementing Section 306(a) of the Sarbanes-Oxley Act of 2002: Insider Trades During Pension Fund Blackout Periods ( February 2003 )

    The Securities and Exchange Commission has adopted final rules implementing Section 306(a) of the Sarbanes-Oxley Act of 2002 ("Insider Trades During Pension Fund Blackout Periods"), which prohibits directors and executive officers of an issuer from trading in the issuer's equity securities acquired in connection with [his or her] service during a pension plan "blackout period".
  • SEC and DOL Adopt Final Rules On Insider Trades During Plan Blackout Periods and Accompanying Notice Requirements ( January 2003 )

    On January 23, 2003, the Securities and Exchange Commission issued final rules under Section 306(a) of the Sarbanes-Oxley Act of 2002, which limits the ability of insiders to trade in an issuer's equity securities when rank-and-file employees are prohibited from doing so in their employer-sponsored retirement plan accounts.
  • Summary of Recent Developments in Executive Compensation ( January 2003 )

    The Sarbanes-Oxley Act of 2002, enacted on July 30, 2002, was designed to prevent deceptive management and accounting practices and to enhance financial reporting and disclosure. The Act was adopted to restore investor confidence in the United States securities markets and aims to accomplish this task by protecting benefit plan participants from corporate abuses, to increase transparency as to the methods used by issuers to compensate insiders, to prevent deceptive practices in management, and to accelerate disclosure to the marketplace of transactions engaged in by insiders.
  • SEC Proposes Rules for Comment Implementing Electronic Filing of Section 16 Insider Ownership Reports ( January 2003 )

    On December 18, 2002, the Securities and Exchange Commission (SEC) proposed rules for comment that, if adopted, will implement Section 403 of the Sarbanes-Oxley Act of 2002 requiring (i) the mandatory electronic filing of beneficial ownership reports on Form 3 and changes in beneficial ownership reports on Forms 4 and 5 on the SEC's EDGAR filed by all corporate insiders pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, and (ii) Web site posting of such reports by issuers with corporate Web sites.

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