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To provide an overview of the Commodity Futures Trading Commission’s (the “CFTC” or “Commission”) recent amendments to CFTC Rule 1.31, which sets forth recordkeeping requirements for all records required to be kept pursuant to the Commodity Exchange Act (“CEA”) and Commission regulations.

This article discusses the significant May 2017 amendments to CFTC Rule 1.31 and the practical impact of these amendments for entities subject to the rule’s requirements.

The CFTC’s recordkeeping amendments do not impose any new substantive recordkeeping requirements, but modernize and make technology neutral the form and manner in which regulatory records must be kept. By eliminating a number of prescriptive and outdated requirements, the amendments should provide greater flexibility to “records entities” to adopt new technologies in response to evolving technological developments.

Practical guidance from experienced commodities, futures and derivatives lawyers.

BORN in 1780, one of twelve children of a successful Quaker banker, Elizabeth Gurney herself became converted to Quakerism at the age of 18 and eventually, after the death of her father, became a minister of the church. At the age of 20 she married the London businessman Joseph Fry, by whom between 1801 and 1816 she bore 10 children. In between the birth of the children she carried out her ministry, visiting Quaker groups throughout the country, and pursued philantrophic activities. In 1819–20 she became concerned by the conditions of the homeless in London and was responsible for establishing a night shelter providing food and a bed.

Statements by Lord Denning, M.R., vividly describing the impact of European Community Legislation are increasingly being used by lawyers and others to express their concern for its effect not only on our legal system but on other sectors of our society, changes which all must accept and to which they must adapt. A popular saying of the noble Lord is “The Treaty is like an incoming tide. It flows into the estuaries and up the rivers. It cannot be held back”. The impact has more recently become impressive in food law but probably less so than in commerce or industry, with scarcely any sector left unmolested. Most of the EEC Directives have been implemented by regulations made under the appropriate sections of the Food and Drugs Act, 1955 and the 1956 Act for Scotland, but regulations proposed for Materials and Articles in Contact with Food (reviewed elsewhere in this issue) will be implemented by use of Section 2 (2) of the European Communities Act, 1972, which because it applies to the whole of the United Kingdom, will not require separate regulations for England and Wales, Scotland and Northern Ireland. This is the first time that a food regulation has been made under this statute. S.2 (2) authorises any designated Minister or Department to make regulations as well as Her Majesty Orders in Council for implementing any Community obligation, enabling any right by virtue of the Treaties (of Rome) to be excercised. The authority extends to all forms of subordinate legislation—orders, rules, regulations or other instruments and cannot fail to be of considerable importance in all fields including food law.

To provide an overview of the guidance for proxy firms and investment advisers included in the Staff Legal Bulletin released this year by the Securities and Exchange Commission (SEC) after its four-year comprehensive review of the proxy system.

Discusses briefly the context in which the SEC’s review was conducted; the general themes of the guidance provided; the most notable aspects of the guidance; and the matters that were expected to be, but were not, addressed by the SEC.

The guidance does not go as far in regulating proxy advisory firms as many had anticipated it would. The key obligations specified in the guidance are imposed on the investment advisers who engage the proxy firms. The responsibilities, policies and procedures mandated do not change the fundamental paradigm that has supported the influence of proxy firms – that is, investment advisers continue to be permitted to fulfill their duty to vote client shares in a “conflict-free manner” by voting based on the recommendations of independent third parties, and continue to be exempted from the rules that generally apply to persons who solicit votes or make proxy recommendations.

The SEC staff states in the Bulletin that it expects that proxy firms and investment advisers will conform to the obligations imposed in the Bulletin “promptly, but in any event in advance of [the 2015] proxy season.”

Practical guidance from experienced M&A lawyers.

The purpose of this paper is to explain the implications of a June 11, 2008 decision by the US District Court for the Southern District of New York in CSX Corp. v. The Children's Investment Fund Management (UK) LLP concerning beneficial ownership and reporting obligations under Section 13(d) of the Securities Exchange Act of 1934 for long parties to cash‐settled total return equity swaps.

The paper summarizes the decision, discusses the court's analysis as written by Judge Lewis A. Kaplan, notes the court's limitation of its ruling to the facts of the case, explains why two funds that “compare notes” may be considered a group, discusses the permanent injunction against the defendants enjoining them from future violations of Section 13(d), and analyzes the implications of the judge's decision.

A new decision by the federal district court in New York creates uncertainty regarding whether the long party to a cash‐settled total return equity swap will be deemed to beneficially own the publicly traded reference security for purposes of Section 13(d) of the Securities Exchange Act of 1934. Holders of cash‐settled total return swaps have historically relied on the absence of the legal right to vote or dispose of the reference security as a basis not to file a 13D with respect to the shares referenced in those swap contracts. The new decision casts doubt on that reasoning, and finds that an investor that consciously structured its swap contracts to try to end‐run its otherwise applicable reporting obligations was deemed to beneficially own the shares subject to the swaps, and accordingly had violated Section 13(d) by failing to file a Schedule 13D in the required time.

The ruling is important for financial institutions and investors who deal in derivatives such as equity swaps and who must determine whether and when reporting under Section 13(d) is required.

The paper is an analysis and provides guidance by experienced securities lawyers.

The purpose of this paper is to examine the management innovations developed and implemented by the Harvey House restaurants with specific attention to those human resource policies and procedures that were created to use what many believe to be the first large-scale use of single women working away from home, the famous Harvey Girls. A second purpose of this paper is to use bricolage theory to frame the innovations that Harvey pioneered to illustrate how the theory pertains to this entrepreneur who civilized dining in the “Wild West.”

This paper relies on secondary and archival sources to inform its points and rationale.

Fred Harvey applied his experience-gained knowledge to invent a system that would provide meals to railroad travelers along the Atchison, Topeka and Santa Fe railroad that were not only consistently excellent and reasonably priced but also could be served within the tight time limits of train stops for fuel and water. The precision of his service standards was innovative and required trained and disciplined servers. To deliver the quality of service for which his company became known across the “Wild West.” Harvey invented his famous Harvey Girls.

Fred Harvey’s invention of the Harvey Girls represents the first large-scale employment of women and required the invention of human resource management policies, procedures and processes. This is the story of how this management innovator successfully applied entrepreneurial bricolage to bring civilized dining to the “Wild West.”

Aim of the present monograph is the economic analysis of the role of MNEs regarding globalisation and digital economy and in parallel there is a reference and examination of some legal aspects concerning MNEs, cyberspace and e‐commerce as the means of expression of the digital economy. The whole effort of the author is focused on the examination of various aspects of MNEs and their impact upon globalisation and vice versa and how and if we are moving towards a global digital economy.

Communications regarding this column should be addressed to Mrs. Cheney, Peabody Library School, Nashville, Term. 37203. Mrs. Cheney does not sell the books listed here. They are available through normal trade sources. Mrs. Cheney, being a member of the editorial board of Pierian Press, will not review Pierian Press reference books in this column. Descriptions of Pierian Press reference books will be included elsewhere in this publication.

Venture capital is a major source of financing for entrepreneurial businesses. Given the importance of venture capital financing to venture creation and regional economic development, it is not surprising that venture capital has emerged as a topic of interest to entrepreneurs and public policy makers, as well as a subject of some academic research. This research has mainly focused on the composition of venture capital fund portfolios, decision‐making criteria used by venture capitalists, and the post‐investment role of the venture capitalists. The role of the investor in the venture capital fund — the people whose money fuels the entire process — has been largely ignored (Fried & Hisrich, 1988).

Using the backdrop of an (apparently) extended visit to the West Indies, analogies with key concerns of internal audit are drawn. An unusual and refreshing way of exploring the main themes ‐ a discussion between Bill and Jack on tour in the islands ‐ forms the debate. Explores the concepts of control, necessary procedures, fraud and corruption, supporting systems, creativity and chaos, and building a corporate control facility.