September 12, 2012

Hot New Item! SEC Commissioner Trading Cards!

As someone who grew up being a wheeler-dealer in baseball cards – I amassed over 25k cards in the mid-70s when I was a young teenager – my head got turned when I read this article about how the Coalition for Accountability in Political Spending was using the tactic of handing out SEC Commissioner trading cards outside of the Union Station Metro Station (which is next to the SEC’s HQ) in an effort to have the SEC adopt rules that would mandate political contributions disclosures (remember the rulemaking petition in this area that received a quarter million comments). I love it (meaning the trading cards)! Here are pictures of the trading cards, as well as pics of the street teams handing them out, etc.

I hate the Citizens United decision. Living in a swing-state, I am witnessing firsthand the destruction to our society wrought by that wrong-headed decision. Something clearly needs to be done to fix the problems caused by the decision before we are truly living in that world dominated by Biff from “Back to the Future Part II.”

Wouldn’t it be groovy to have trading cards of the SEC Staffers themselves? Who would be the valuable Charizard? And would rare cards of folks that didn’t stay long be worth more than tenured Staffers who spent their entire careers there? “I’ll trade you a Howard Morin for a Bobby O and MaryAnne Busse, but only if you throw in a Terry Hatfield as a kicker”…

FINRA’s New Rule 5123: Kicks In Beginning December 3rd

Here’s news from Cleary Gottlieb: “On September 5th, FINRA announced a December 3rd effective date for new FINRA Rule 5123 (Private Placements of Securities). Upon effectiveness of the Rule, FINRA members that sell certain securities in private placement transactions under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D to individual, non-institutional investors who do not meet limited exemption criteria will be required to file the offering documents used, or file a notice stating no offering document was used, with FINRA within 15 days after the date of first sale. FINRA members also will have to file any material amendments to any filed offering document within 15 days after the date of first sale made using the amended document. All filings made under FINRA Rule 5123 will be confidential and submitted electronically through the FINRA Firm Gateway system.

FINRA Rule 5123 will not apply to many of the most common private placement transactions, including (i) sales pursuant to Rule 144A or Regulation S, (ii) sales to qualified institutional buyers (QIBs), institutional accredited investors, qualified purchasers, employees and affiliates (as defined in FINRA Rule 5123) of the issuer, eligible contract participants, or knowledgeable employees (as defined in the Investment Company Act), even if sales are made pursuant to Section 4(a)(2) or Rule 506, and (iii) sales of certain investment grade, non-convertible debt or preferred securities or certain short-term debt securities. Additionally, the filing required by FINRA Rule 5123 is a “notice” filing only. FINRA will not conduct any pre-sale review or clearance of any private placement offering documents.”

September-October Issue: Deal Lawyers Print Newsletter

This September-October issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on:

– Dealing With Activist Hedge Funds
– A Year-End Rush for the Exit? Tax Uncertainty and Transactional Planning
– Shareholder Activism Via Board Control Often Requires Long Range View
– The Nuts & Bolts of NDAs
– Asset Acquisition Due Diligence: Search for Hidden Unclaimed Property Liabilities Required

If you’re not yet a subscriber, try a “Free for Rest of ’12” no-risk trial to get a non-blurred version of this issue on a complimentary basis.

The Second Deal Cube Tourney: Round One; 11th Match

As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:

Old-Fashioned Movie Reel & VHS Videotape
Michael Jordan (he served on company’s board)
Indian Headdress
Colorful Bottle

Online Surveys & Market Research

– Broc Romanek