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Article
Publication date: 18 September 2007

Edward J. Ferraro

The purpose of this article is to analyze and draw conclusions from recent SEC staff proposals and commissioners' comments and a recent roundtable discussion concerning…

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Abstract

Purpose

The purpose of this article is to analyze and draw conclusions from recent SEC staff proposals and commissioners' comments and a recent roundtable discussion concerning access to foreign exchanges and broker‐dealers by US investors.

Design/methodology/approach

The paper summarizes a proposal by Erik Sirri, Director of the SEC Division of Market Regulation; a proposal by Ethiopis Tafara and Robert J. Peterson, respectively, the Director of the SEC Office of International Affairs and its Senior Counsel; and comments in speeches by Commissioners Roel Campos, Paul Atkins, and Annette Nazareth; and draws conclusions regarding the SEC's current efforts to develop and articulate a strategic approach to mutual recognition.

Findings

As the securities market becomes globalized, there is a growing interest among US investors for foreign securities and for more direct access to foreign broker‐dealers and exchanges. The SEC is determined to remain in the forefront among US government agencies on securities exchange mutual recognition issues, and therefore is pursuing an accelerated agenda to address these issues. The SEC sees its role as not only to function as a bulwark for the protection of US investors but also to take constructive, affirmative steps that serve to strengthen the US capital markets. While the SEC has historically been an advocate for the global convergence of national regulatory standards, it is now considering proposals for a country‐by‐country bilateral approach based upon cooperation among regulators with substantively comparable regulatory regimes.

Originality/value

This paper presents a useful analysis of the direction the SEC is likely to take on the mutual recognition issue by an experienced securities lawyer.

Details

Journal of Investment Compliance, vol. 8 no. 3
Type: Research Article
ISSN: 1528-5812

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Article
Publication date: 12 April 2011

Edward J. Ferraro

This paper aims to analyze and discuss the implications of the August 2010 decision of the D.C. Circuit Court of Appeals vacating and remanding to the SEC its December…

Abstract

Purpose

This paper aims to analyze and discuss the implications of the August 2010 decision of the D.C. Circuit Court of Appeals vacating and remanding to the SEC its December 2008 order approving a proposed fee filed by NYSE Arca, LLC for its depth‐of‐book product ArcaBook. It also seeks to consider the effect on the court's decision of the Dodd‐Frank Act amendments to Section 19(b) of the Exchange Act.

Design/methodology/approach

The paper analyzes the evolution of the SEC's policy regarding SRO market data fees including the 1999 Concept Release on Market Information, the Advisory Committee on Market Information, the effects of decimalization and the 2005 adoption of Regulation NMS. It focuses on market data fee policy in connection with the Commission's decade‐long project to increase the role of competition in the US securities markets, culminating in the 2006 NYSE Arca fee filing, the SEC's 2008 order approving those fees and the NetCoalition decision.

Findings

The court's decision that a cost analysis is not irrelevant to the SEC's review of proposed SRO fee filings brings clarity and finality to a long‐standing dispute within the Commission and the securities industry and identifies a procedure for reaching an economically sound determination of “fair and reasonable” fees for SRO market data.

Practical implications

A cost‐based analysis of SRO market data fee filings is likely to result in a significant decline in market data revenues for those exchanges that charge fees for their data. For the Commission, cost‐based analysis is likely to require a significant reallocation of its regulatory staff and resources.

Originality/value

The paper presents a useful analysis for securities regulatory lawyers and financial analysts and investors following the stock exchange and financial information industries.

Details

Journal of Investment Compliance, vol. 12 no. 1
Type: Research Article
ISSN: 1528-5812

Keywords

Content available
Book part
Publication date: 28 November 2017

Francesco Bellandi

Abstract

Details

Materiality in Financial Reporting
Type: Book
ISBN: 978-1-78743-736-4

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Book part
Publication date: 3 September 2014

Ricardo Colón and Héctor G. Bladuell

This paper aims to help auditors manage the risk of Foreign Corrupt Practices Act (“FCPA”) violations of the companies that they audit, particularly those with operations…

Abstract

Purpose

This paper aims to help auditors manage the risk of Foreign Corrupt Practices Act (“FCPA”) violations of the companies that they audit, particularly those with operations in Latin America.

Methodology/approach

First, the paper describes the relevant provisions of the FCPA. Second, it identifies the common schemes and transactions associated with heightened risk of FCPA liability in Latin America and provides recommendations to minimize this risk. Third, it discusses the responsibilities of auditors under U.S. securities laws and regulations with respect to the FCPA violations of their clients. Finally, it describes the sanctions that auditors could face if they fail to fulfill their responsibilities regarding these FCPA violations. The paper is based on data collected from various documents including laws, cases, accounting and auditing standards, litigation releases, press releases, deferred prosecution agreements, and enforcement actions.

Findings

Auditors have a responsibility under Section 10A(a) of the Exchange Act to design procedures that provide reasonable assurances of detecting the FCPA violations of their clients, which are illegal acts with direct and material effects on the financial statements. In addition, auditors have a responsibility under Section 10A(b) of the Exchange Act to report the violations of the FCPA that they detect during the audit to the appropriate level of management. If management does not take the necessary remedial steps, auditors must report FCPA violations to the U.S. Securities and Exchange Commission. In order to reduce their FCPA-related liability and fulfill their responsibilities under U.S. securities laws and accounting standards, auditors should closely scrutinize transactions with a high risk of FCPA liability. An analysis of FCPA cases occurring in Latin America reveals six categories of transactions with heightened FCPA risk.

Originality/value of paper

While there is much literature regarding a company’s compliance with the FCPA, there has not been much literature about the auditor’s responsibilities with respect to the FCPA violations of their clients. This paper attempts to start bridging this gap by providing guidance to auditors regarding their responsibilities to detect and report FCPA violations.

Details

Accounting in Latin America
Type: Book
ISBN: 978-1-78441-067-4

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Article
Publication date: 1 June 1999

Rocco R. Vanasco

The Foreign Corrupt Practices Act (FCPA) of 1977 and its amendment – the Trade and Competitive Act of 1988 – are unique not only in the history of the accounting and

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4864

Abstract

The Foreign Corrupt Practices Act (FCPA) of 1977 and its amendment – the Trade and Competitive Act of 1988 – are unique not only in the history of the accounting and auditing profession, but also in international law. The Acts raised awareness of the need for efficient and adequate internal control systems to prevent illegal acts such as the bribery of foreign officials, political parties and governments to secure or maintain contracts overseas. Its uniqueness is also due to the fact that the USA is the first country to pioneer such a legislation that impacted foreign trade, international law and codes of ethics. The research traces the history of the FCPA before and after its enactment, the role played by the various branches of the United States Government – Congress, Department of Justice, Securities Exchange commission (SEC), Central Intelligence Agency (CIA) and the Internal Revenue Service (IRS); the contributions made by professional associations such as the American Institute of Certified Public Accountants (AICFA), the Institute of Internal Auditors (IIA), the American Bar Association (ABA); and, finally, the role played by various international organizations such as the United Nations (UN), the Organization for Economic Cooperation and Development (OECD), the World Trade Organization (WTO) and the International Federation of Accountants (IFAC). A cultural, ethical and legalistic background will give a better understanding of the FCPA as wll as the rationale for its controversy.

Details

Managerial Auditing Journal, vol. 14 no. 4/5
Type: Research Article
ISSN: 0268-6902

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Article
Publication date: 1 April 1999

Thomas C. Newkirk and Ira L. Brandriss

In a high‐profile case that first drew big media headlines last February, a New York brokerage firm and a ring of eight brokers on the floor of the New York Stock Exchange

Abstract

In a high‐profile case that first drew big media headlines last February, a New York brokerage firm and a ring of eight brokers on the floor of the New York Stock Exchange were charged with perpetrating a scheme in which they made over $11.1m in illegal profits and at the same time covered their tracks with an elaborate fraud.

Details

Journal of Money Laundering Control, vol. 3 no. 2
Type: Research Article
ISSN: 1368-5201

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Article
Publication date: 27 November 2007

Stuart J. Kaswell, Alan Rosenblat and Christopher S. Ha

The purpose of this paper is to summarize and explain amendments to SEC Regulation SHO adopted on June 13, 2007

Abstract

Purpose

The purpose of this paper is to summarize and explain amendments to SEC Regulation SHO adopted on June 13, 2007

Design/methodology/approach

The paper explains elimination of “grandfather” exception to Reg SHO close‐out requirement, explains proposed amendments to options market maker exception and long locate requirement, and explains elimination of all price tests that were designed to restrict short selling in bear markets.

Findings

The paper finds that, in June 2007, the Securities and Exchange Commission (SEC) adopted and proposed amendments to the short sales rules under the Securities Exchange Act of 1934 (the “Exchange Act”). The SEC: adopted amendments to Rules 200 and 203 of Regulation SHO to: the eliminate the “grandfather” exception to the “close out” requirement, extend the current close out requirement of 13 consecutive settlement days for securities sales pursuant to Rule 144 under the Exchange Act to 35 settlement days, and update the market decline limitation relating to index arbitrage trading activity;proposed and re‐proposed amendments to Regulation SHO to eliminate the “option market maker” exception to the close out requirement, and to require broker‐dealers making a sale as “long” to document the present location of the securities being sold; and adopted amendments to Rule 10a‐1 and Regulation SHO to repeal all price tests, including the “tick” test, and to provide that no price test, including any price tests of any self‐regulatory organization (“SRO”), shall apply to short sales of any securities. The adopted amendments to Rule 10a‐1 and Regulation SHO to repeal all price tests took effect on July 3, 2007. The other adopted amendments to Regulation SHO will take effect 60 days after publication in the Federal Register.

Originality/value

The paper provides a concise, practical summary by lawyers who specialize securities markets regulations.

Details

Journal of Investment Compliance, vol. 8 no. 4
Type: Research Article
ISSN: 1528-5812

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Article
Publication date: 1 April 2004

Robert N Sobol

A pooled income fund (PIF) is one of the methods created under the 1969 Tax Reform Act whereby a taxpayer may make a tax‐deductible remainder gift to a charitable…

Abstract

A pooled income fund (PIF) is one of the methods created under the 1969 Tax Reform Act whereby a taxpayer may make a tax‐deductible remainder gift to a charitable organization. The fund, established by a charitable organization to receive irrevocable gifts from at least two donors, pays current income to the individual beneficiaries for life, but at the termination of each income interest, the allocable principal must revert permanently to the charitable organization. In recent years, a number of PIFs have been offered to the public by charitable organizations through broker‐dealers or related entities. There are numerous securities‐law issues implicated by the sales of these PIFs, including: (i) whether broker‐dealers may solicit donations to such funds and receive compensation for their solicitations; (ii) the effect of the broker‐dealers’ solicitation and receipt of compensation have on securities registration for the PIF or units offered therein under the Securities Act of 1933, the Securities Exchange Act of 1934, or the Investment Company Act of 1940; (iii) whether staff and persons affiliated with the sponsoring charity, including parties assisting them in the marketing of such pooled income funds, also should be permitted to solicit donations; (iv) whether such charities or persons, or parties assisting them in the marketing of such pooled income funds, then should be required to register as broker‐dealers; (v) what securities licenses may be required of the aforementioned parties; and (vi) whether there are ways to design the manner in which third parties other than broker dealers are compensated to resolve any potential issues arising from answers to the previous questions. This article first sets forth the applicable law involved in the analysis and then attempts to answer each of the issues presented above.

Details

Journal of Investment Compliance, vol. 5 no. 2
Type: Research Article
ISSN: 1528-5812

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Article
Publication date: 1 April 2005

David A. Sirignano and Stephen P. Farrell

To summarize changes to the communication, registration, and offering process under the Securities Act of 1933 as adopted by the Securities and Exchange Commission on June…

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224

Abstract

Purpose

To summarize changes to the communication, registration, and offering process under the Securities Act of 1933 as adopted by the Securities and Exchange Commission on June 29, 2005 – three changes that will modify and significantly enhance the communication, registration, and offering process under the Securities Act of 1933, which according to the Commission are intended to eliminate “unnecessary and outmoded restrictions” on registered offerings. This article highlights the key provisions contained in the new rule release that are likely to affect the conduct of registered offerings.

Design/methodology/approach

Discusses benefits of automatic shelf registration, new provisions that will liberalize written communications before and during registered securities offerings, new disclosure liability rules, a new “access equals delivery” model, a separate requirement that investors be notified that they have purchased securities in a registered offering, a provision that allows reporting issuers to incorporate by reference previously filed Exchange Act reports into a Securities Act registration statement, a slight expansion of safe harbors available for broker‐dealers to publish research that constitutes an offer around the time of a registered offering, and changes in Exchange Act report disclosure.

Findings

The Securities and Exchange Commission intends the new rules to make the make the communication, registration, and offering process under the Securities Act of 1933 more efficient and to eliminate unnecessary and outmoded restrictions on registered offerings.

Originality/value

A practical guide to the new communication, registration, and offering rules.

Details

Journal of Investment Compliance, vol. 6 no. 2
Type: Research Article
ISSN: 1528-5812

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Article
Publication date: 1 March 2001

JAMES C. YONG

This article is an exploration of the history of the regulation of stock futures leading up to the recent regulatory resolution in which the regulators (SEC and CFTC…

Abstract

This article is an exploration of the history of the regulation of stock futures leading up to the recent regulatory resolution in which the regulators (SEC and CFTC) share responsibilities, thus leading to the trading of single stock futures.

Details

Journal of Investment Compliance, vol. 2 no. 2
Type: Research Article
ISSN: 1528-5812

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