September 20, 2013

Remember the Berlin-Bremen Listing Scam? There’s a New One: St. Petersburg Stock Exchange

About a decade ago, I blogged – and even created a “Berlin-Bremen Stock Exchange” Practice Area on this site – about a stock exchange that listed the shares for a number of companies without their consent (which they then sought to delist to avoid naked shorting risks). Unfortunately, I hear that the Berlin-Bremen scam continues to live today.

Skadden’s Brian Breheny brings us this scary news about a new one:

We understand that a number of companies have received a letter from the St. Petersburg (Russia) Stock Exchange stating that it is in the process of unilaterally listing the company’s securities. These letters appear to be part of an exchange initiative to increase the number of companies it lists and may, in certain circumstances, trigger obligations on the part of the letter’s recipients — even if the company has not consented to the listing. The letters state that the securities will be listed 30 days after the date the notice was sent (generally, the end of September 2013).

Corp Fin’s Small Business Compliance Guide: “Disqualification of Felons & Other “Bad Actors”

Yesterday, Corp Fin posted this Small Business Compliance Guide entitled “Disqualification of Felons and Other “Bad Actors.”

Meanwhile, Keith Bishop blogs today about an interpretation issue with the Bad Actor amendments related to the “affiliated issuer” definition (or lack thereof)…

Course Materials Now Available: Many Sets of Talking Points!

For the many of you that have registered for our Conferences coming up on Monday, we have posted the Course Materials (attendees received a special ID/PW this week via email that will enable you to access them; note that copies will be available in DC). The Course Materials are better than ever before – with over 40 sets of talking points comprising 140 pages of practical guidance. We don’t serve typical conference fare (ie. regurgitated memos and rule releases); our conference materials consist of originally crafted practical bullets and examples. Our expert speakers certainly have gone the extra mile this year!

For those seeking CLE credit, here’s a list of states in which credit is available for watching the Conferences live in DC and by video webcast.

How to Attend by Video Webcast: If you are registered to attend online, just go on Monday to the home page of or to watch it live or by archive (note that it will take about a day to post the video archives after it’s shown live). A prominent link called “Enter the Conference Here” – that will be on the home pages of those sites – will take you directly to Conference. Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for or Here is the conference agenda; times are Eastern.

Register Now – There is still time to register for our upcoming pair of executive pay conferences – which starts on Monday, September 23rd – to hear what Keith Higgins, the Director for the Division of Corporation Finance, says about the proposed pay ratio rules, as well as catch a “how to implement pay disparity rules” workshop that is part of the last panel on Tuesday, September 24th. If you can’t make it to Washington DC to catch the program in person, you can still watch it by video webcast, either live or by archive. Register now.

Registration for Attendance in DC – Walk-Ups Only: Going forward, you are no longer be able to register to attend in Washington through this site (however, you still will be capable of registering online to watch by video at any time). You can still register to attend in DC – you just need to bring payment with you to the conference and register in-person.

– Broc Romanek