This edition is the first publication to cover these, and other, significant developments:
-Sarbanes-Oxley – new guidance for management on internal controls and definitions of “material weaknesses” and “significant deficiency”, and PCAOB AS 5;
-the “roadmap” to end IFRS-US GAAP reconciliations;
-FCPA enforcement developments and actions;
-how the Securities Offering Reforms and free writing prospectuses impact public offers;
-the new foreign private issuer deregistration regime;
-developments in “mutual recognition” for exchanges – and, possibly, broker-dealers;
PIPE enforcement cases;
-the reduced “holding period” for restricted securities and other changes in private placements;
-new Advisers Act rule 206(4)-8 to prohibit investment advisers from making false or misleading statements to investors in certain pooled investment vehicles, including hedge funds (adopted following Goldstein v SEC that invalidated the “private fund” investment adviser rule);
-a new interpretation on client commissions under the “soft dollar” safe harbour;
-how the SEC’s Office of Compliance Inspections and Examinations inspects non-US investment managers and broker-dealers, and what is involved in compliance for these entities;
-changed disclosure requirements for executive and director compensation, director independence and other corporate matters;
Edited by Mark Berman - a former SEC lawyer and an internationally-recognised expert on SEC regulation. An essential handbook for anyone with a senior compliance responsibility at public companies, asset management firms and investment banks.
Mark Berman is counsel in the Legal, Compliance and Audit Group of Threadneedle Asset Management Limited, and advises on hedge fund legal, corporate governance and AML issues, and regulatory matters. He has counselled multi-national banks and investment firms on compliance, electronic trading and international regulatory matters. From 1985 to 1990, he was a lawyer with the Divisions of Corporation Finance and Market Regulation at the U.S. Securities and Exchange Commission where he worked on domestic and international disclosure and trading practices issues. Mr Berman, who has lectured on law and regulation at the London Business School, is a member of the Advisory Council of the SEC Historical Society.