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Recently, FINRA issued Regulatory Notice 09-05, entitled “Unregistered Resales of Restricted Securities.” This notice seeks to remind FINRA members of their obligations, when they are participating in an unregistered sale of securities, to determine whether the securities are eligible for public sale. This Notice comes out of recent FINRA enforcement actions, where it was observed that firms lacked adequate procedures for determining the status of the securities being resold, resulting in unregistered distributions of large amounts of low-priced stock.

The Notice details specific compliance steps that firms need to undertake, as well as some of the red flags that could signal the possibility of an illegal, unregistered distribution. Many of these red flags contemplate the type of issues that often come up with low-priced securities.

While this Notice for the most part serves as a reminder of obligations that brokers already have in serving their very important role in the resale of restricted and control securities, it will no doubt compel most brokers to reevaluate – and in some cases tighten – their procedures around the sale of securities under Rule 144.

How to Implement E-Proxy in Year Two

Tune in tomorrow for the webcast – “How to Implement E-Proxy in Year Two.” Whether your company will be trying voluntary e-proxy for the first time or this is your second time around, you will want the practical guidance from these experts:

– Lyell Dampeer, President, Broadridge Financial Solutions
– Thomas Ball, Senior Managing Director, Morrow & Co.
– Carl Hagberg, Independent Inspector of Elections and Editor of The Shareholder Service Optimizer
– Paul Schulman, Executive Managing Director, The Altman Group
– Keir Gumbs, Covington & Burling LLP

Act Today: Since all memberships are on a calendar-year basis, if you don’t renew today, you will be unable to access this webcast. Renew now for ’09! If not a member, try a no-risk trial for ’09.

Your Upcoming Proxy Disclosures—What You Need to Do Now!

We have posted the transcript from the first part of our popular two-part CompensationStandards.com webconference: “The Latest Developments: Your Upcoming Proxy Disclosures—What You Need to Do Now!” Be sure to review the transcript so that you know all of the “hot spots” in your CD&A and the rest of your compensation disclosure in this tumultuous proxy season.

A Call for Nominations: Regulatory Innovation

With all that has transpired in the past nine months, it seems that now more than ever we need some innovative approaches to financial regulation. Therefore, I am pleased to be a part of Morrison & Foerster’s establishment of the 2009 Regulatory Innovation Award through the Burton Foundation. This award will honor an academic or non-elected public official whose innovative ideas have made a significant contribution to the discourse on regulatory reform in the arena of corporate governance, securities, capital markets or financial institutions. If you know of someone meeting these qualifications who should be considered for the 2009 Regulatory Innovation award, please submit the nomination before February 27, 2009.