Search results

To highlight recent enforcement actions by the SEC demonstrating the agency's increased focus on violations of Rule 105 of Regulation M and to provide guidance on how to avoid becoming the target of such an SEC action.

Describes the SEC's 23 recent enforcement actions against firms for violations of Rule 105, explains the conduct prohibited by Rule 105 as well as the exceptions to the Rule, and provides advice on how firms can avoid a Rule 105 related SEC enforcement action.

In light of the SEC's recently announced zero-tolerance policy and the fact that Rule 105 does not require intent on the part of the short seller to engage in a prohibited transaction, firms should provide training to their employees regarding Rule 105, develop and implement policies and procedures to ensure compliance with Rule 105, and enforce those policies and procedures.

Practical explanation and guidance by experienced financial services lawyers.

The purpose of this paper is to explain and interpret the Securities and Exchange Commission's (SEC's) recently announced charges against 23 firms for violation of short selling restrictions set out in Rule 105 under Regulation M of the Securities Exchange Act of 1934.

The paper explains the requirements of and exceptions to Rule 105; shows how an increasing number of enforcement cases have had their origins in SEC staff inspections; and recommends internal training and policies and procedures to ensure that firms comply with the rule.

Rule 105 in general prohibits short selling a security within a specified period of time prior to the purchase of that security in a follow-on or secondary firm commitment offering.

Vigilance over internal compliance programs is increasingly important to avoid violating applicable legal requirements such as those set out in Rule 105 and, more importantly, a potential enforcement action over witting or unwitting compliance violations.

The paper provides practical guidance from experienced securities lawyers.

Sampling plans for inspection by attributes contain rules for passing from normal to tightened inspection. Usually only the operating characteristic curve (O.C.) will apply but in tightened inspection, lots are unlikely to remain in tightened inspection and inspection will be terminated. This means that the normal and tightened O.C. curves are boundary curves and the true O.C. curve is a composite of both. This article presents a method for calculating the composite O.C. curve and proposes three criteria to compare switching rules.

The purpose of this paper is to explain the requirements of SEC Rule 613 under the Securities Exchange Act of 1934, which requires national securities exchanges and FINRA jointly to develop a national market system plan (NMS Plan) that provides for the creation, implementation and maintenance of a consolidated order tracking system (“consolidated order trail” or “CAT”) as well as the creation of a central repository responsible for the receipt, consolidation, and retention of all order and quote information for NMS securities.

The paper discusses weaknesses of current, multiple order tracking systems; core features of the framework adopted by the SEC to create a CAT, including the creation of a central repository; key considerations for market participants, including data reporting methods and funding the creation, implementation and maintenance of the CAT; timing and phased implementation of the NMS Plan; security and order types covered by the CAT; persons required to report information to the central repository; reportable events and CAT data elements; timing and reporting to the central repository; ownership, governance and operation of the central repository; access to CAT data; parties required to comply with Rule 613e and the NMS Plan; and governance and operation of the NMS Plan.

Under the requirements of Rule 613, and through the NMS Plan that must be developed by the exchanges and FINRA, the CAT is intended to provide a comprehensive and uniform tracking mechanism for secondary market activity in all NMS securities.

The paper provides guidance by experienced financial services lawyers.

The purpose of this paper is to provide a detailed description of Amendments to Rule 105 of Regulation M adopted by the US Securities and Exchange Commission (the “SEC”) on June 20, 2007

Presents a general overview of short sales and the purpose of Regulation M, a rule that prohibits purchases and sales of securities during specified periods close in time to public offerings of securities; and describes the Amendments, including an expansion of the prohibition under the Rule from a prohibition on “covering” to a prohibition on purchases generally and including three exceptions that pertain to “bona fide” purchases, “separate accounts,” and investment companies.

The Amendments are important because: they expand the scope of the Rule's basic prohibition; they were expanded in part because SEC perceived that circumvention of the Rule was persistent; they permit notable exceptions; and they were adopted close in time to other amendments to the regulation of short sales, including elimination of the price or “tick” tests.

Expert guidance on a recent SEC ruling by experienced securities lawyers.

Over the past few years, regulators, issuers, investors, and other market participants have expressed increasing concerns regarding the real or perceived effects of short selling. For example, thinly‐capitalized issuers whose shares trade on the over‐the‐counter market often blame short sellers for declines in the prices of their stocks. Recently, these issuers’ ire has focused on so‐called “naked short sellers,” i.e. short sellers who do not locate or borrow shares before selling. Likewise, other market participants have expressed apprehension about conduct involving short sales that may be viewed as disruptive or manipulative. The Securities and Exchange Commission (SEC) and the self‐regulatory organizations (SROs) have addressed these concerns both by promulgating new regulations governing short sales and by pursing enforcement actions. This article summarizes the new short sales rules contained in Regulation SHO and the amendments to Regulation M, and discusses recent enforcement actions pertaining to short sales.

Investigates the differences in protocols between arbitral tribunals and courts, with particular emphasis on US, Greek and English law. Gives examples of each country and its way of using the law in specific circumstances, and shows the variations therein. Sums up that arbitration is much the better way to gok as it avoids delays and expenses, plus the vexation/frustration of normal litigation. Concludes that the US and Greek constitutions and common law tradition in England appear to allow involved parties to choose their own judge, who can thus be an arbitrator. Discusses e‐commerce and speculates on this for the future.

Evaluates the effects of shipwrecks and peoples’ reactions following them, with regard to their feelings of preventability on someone’s part. In particular to the Erika in 1989, and the Prestige in 2002. The European Union (EU), which theretofore seemed to be neglecting maritime safety appears to have developed a maritime culture. The EU seems to have adopted the International Maritime Organisation’s (IMO) attitude regarding safety protocols, which must be a right and proper thing to do. Concludes that shipping has needed, and is now receiving, a proactive approach with regard to safety from the EU which should limit, as far as possible, disasters of both a human and ecological kind for the maritime world.