Tag Archives: Securities and Exchange Commission

ILN Today Post

New sanctions regime of the Central Bank and the Securities and Exchange Commission

On November 14, 2017, Law 13,506 of November 13, 2017 was published, which provides for the sanctioning administrative process in the sphere of the Brazilian Securities and Exchange Commission (CVM) and the Central Bank of Brazil (BACEN).

Law 13,506 / 2017 is a breakdown of Provisional Measure (MP) 784/2017, which expired after being widely discussed in the National Congress this year. The final version of the project retained most of the MP’s text, with specific changes referring, for example, to the specific rules on the payment order of creditors in case of extrajudicial liquidation or bankruptcy; to the requirement that the decision in administrative sanction process in the scope of the BC be taken by a collegiate body; the prohibition of the conclusion of an undertaking in case of serious infraction; and to change the name of the leniency agreement, to be called an administrative agreement in the process of supervision.

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Senator Grassley Prompting EB-5 Fraud Investigation

Arnstein & Lehr Attorney Ronald Fieldstone

Ronald R. Fieldstone

A very interesting letter from Senator Grassley to the Securities and Exchange Commission and U.S. Department of Homeland Security indicates he is tackling the Kushner EB-5 project marketing approach. You can see the full letter by clicking here.

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ILN Today Post

More jurisdictions considering taking high CEO compensation

Last December, Portland, Oregon became the first city in America to pass an ordinance imposing an additional tax on the compensation of any chief executive officer of a publicly traded company doing business in Portland whose compensation is more than 100 times that of a median worker’s compensation. The ordinance, which affects about 550 firms, calls for a 10 percent surtax when the pay ratio of CEO to median worker is between 100 to 1 and 250 to 1. When that ratio exceeds 250 to 1, the surtax increases to 25 percent. We detailed the law in our December 22, 2016, article.
As we noted, the surtax was made possible in the first place by a 2015 Securities and Exchange Commission (SEC) rule requiring public companies to disclose the ratio of the compensation of their CEO to median employee compensation. The rule requires companies to disclose the ratio of the median annual total compensation of all employees, excluding the CEO, to the annual total compensation of the chief executive officer.
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ILN Today Post

The new regulation of investment funds in participants – FIPS

The Securities and Exchange Commission (CVM) published on August 30, CVM Instruction No. 578 with the new rules governing the establishment, operation and administration of Investment Funds in Participations, the FIPs, reflecting the regulatory modernization of the fund industry and the approach the local rules to those practiced internationally.

Among the main innovations brought by the new rule are:

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SEC Fines Fund Adviser $39 Million for Failing to Adequately Disclose Monitoring Fees

The Securities and Exchange Commission has been focusing on the lack of disclosure by fund managers to investors regarding the receipt of monitoring fees. Recently, the SEC fined The Blackstone Group $39 million for failing to adequately disclose the acceleration of monitoring fees paid by the fund’s portfolio companies.

The monitoring fees were charged by Blackstone to the portfolio companies for its consulting and advisory services provided to the portfolio company.

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Five Years Later: The SEC’s Proposed Rule for Clawbacks of Incentive-Based Compensation

The Securities and Exchange Commission (SEC) recently issued a proposed rule that would require issuers to recover (or clawback) incentive-based compensation from executive officers in the event of a restatement of financial reports due to material noncompliance, regardless of whether the executive officer was at fault for the restatement. The proposed rule is one of the last remaining pieces of executive compensation regulatory action required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank), which Congress passed in 2010 in response to the earlier financial crisis.

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ILN Today Post

SEC CONFIRMS COMPANIES MAY USE SOCIAL MEDIA TO ANNOUNCE MATERIAL INFORMATION

The Securities and Exchange Commission (SEC) clarifies in a recent report that companies may use social media outlets such as Facebook and Twitter to announce material information in compliance with Regulation FD (Fair Disclosure), so long as investors have been alerted as to which social media channel will be used to disseminate this information.

BACKGROUND
Regulation FD and Section 13(a) of the Securities Exchange Act of 1934 prohibit public companies, or persons acting on their behalf, from selectively disclosing material, nonpublic
information to certain securities professionals or shareholders when it is reasonably foreseeable that they will trade on that information, before it is made available to the general public. More…

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