January 28, 2011

Our Updated Model Insider Trading Policy

The January-February issue of The Corporate Counsel was just mailed – along with a Special Supplement with our newly updated Model Insider Trading Policy – and includes pieces on:

– Insider Trading Enforcement is Back -Time to Update your Insider Trading Policy
– Our Updated Model Policy
– Year Two of the Director Qualifications, Etc. Governance Disclosures (Some Lessons from Our Review of Posted Comment Correspondence)
– Newly Updated Alternatives to Registration Chart
– Loss Contingency Disclosure in Upcoming 10-Ks–Follow Up
– Issuers Currently Transitioning Out of SRC/non-AF Status–SOX Section 404(b) Attestation Applicable To Upcoming 10-K
– Say-On-Pay–What Shares Vote?
– Timely (Prompt) Amendment of Item 4 of Schedule 13D– When Does an Idea Become a “Plan or Proposal”?
– Roth Conversion Reprieve
– Upcoming Equity Grants
– Fully Revised, Comprehensive Model Insider Trading Policy and Program

As all subscriptions expired on December 31st, renew now if you haven’t already – or try a no-risk trial if you are not yet a subscriber.

SEC Updates Procedures for Handling SRO Rulemaking Proposals

Two weeks ago, the SEC revised its Rules of Practice – as required by Section 916 of Dodd-Frank – to change how it handles rule proposals from SROs (eg. NYSE, Nasdaq) by formalizing how it disapproves rule changes and adding transparency to the process, including allowing the submission of comments by interested parties to the SEC when the SEC provides notice of grounds for disapproval.

This truly is the week of Congressional studies issued by the SEC. Yesterday, the SEC released one more – this study is about investor access to investment professional information.

Asset-Backed Securities: The SEC Adopts Two Sets of Rules

Last week, the SEC adopted two set of rules related to asset-backed securities. One rulemaking requires ABS issuers to disclose the history of requests they received and repurchases made related to their outstanding asset-backed securities. The other rulemaking requires ABS issuers to conduct a review of the assets underlying those securities.

And back on January 6th, the SEC proposed rules that would permit suspension of the reporting obligations for ABS issuers when there are no longer of the class sold in a registered transaction held by non-affiliates of the depositor; the SEC also proposed amendments to the related ’34 Act reporting obligations. A related action from the SEC Staff is the issuance of this no-action response to American Securitization Forum.

– Broc Romanek