May 7, 2007

Rule 10b5-1 Plan Developments

As I have blogged about before, academics – and now the SEC Staff – have been scrutinizing transactions made under Rule 10b5-1 plans to see if the “next” scandal is afoot (Kevin LaCroix has a nice recap about this in his D&O Diary Blog).

In this podcast, Barrett Howell of Haynes and Boone delves into some of the latest Rule 10b5-1 plan developments, including:

– Why have 10b5-1 plans come under scrutiny by the SEC Staff recently?
– How are such plans relevant in securities law class actions?
– What can companies and insiders do to protect themselves from allegations in these class actions?

Today’s “Federal Proxy Rules and State Corporation Law” Roundtable: Agenda and Briefing Paper

Today is the first of three SEC roundtables on the proxy process scheduled for this month; today’s roundtable is focused on how the federal proxy rules intersect with state corporate law.

Here is today’s roundtable agenda – along with its all-star line-up (albeit a tad heavy in the academic department for my tastes) – as well as a briefing paper.

NASD: Change in Proposed Rules for Real Estate Underwriting Arrangements

Recently, the NASD posted Amendment No. 2 to its proposed rules regarding the underwriting terms and arrangements of public offerings of direct participation program securities (“DPPs”), i.e., limited partnershps and other pass-through entities, and REITs. The amendments are significant, responding to comments from last July’s proposal. Since the rule filing includes a draft Federal Register notice, it is hoped that the SEC will republish the proposal for comment.

For folks in the real estate industry, this is a long-awaited SEC filing because it sets out the procedures that the NASD will use to allocate compensation of dual-employees of broker/dealers that sell DPPs and REITs (and amends what many viewed as a highly problematic proposal). The revised structure, if implemented with some discretion by the NASD Staff, should work and make reviews of DPP and REIT offerings less problematic in the future. Nonetheless, there remains areas of uncertainty about the practical application of certain of the amendments and republication of the amended proposal appears necessary to help resolve these areas.