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Last Entry: March 31, 2011 at 16:18:26

SEC Settles Earnings Management Charges Against Former Nortel VPs

Posted on April 30, 2008
The SEC announced that Craig A. Johnson, James B. Kinney and Kenneth R.W. Taylor ? who were the vice presidents of finance for the Wireline, Wireless, and Enterprise business units of Nortel Networks Corporation (?Nortel?), respectively ? agreed to settle...

FINRA Issues Notice on Partial Redemptions of Auction Rate Securities

Posted on April 30, 2008
FINRA issued a Notice to Members regarding partial redemptions of auction rate securities. In response to current market conditions, some issuers are offering partial redemptions of auction rate securities. This Notice reminds firms that when allocating partial redemptions of auction...

AFD $5 Million Fine for Directed Brokerage Upheld on Appeal

Posted on April 30, 2008
A $5 million fine imposed against American Fund Distributors (AFD) for directed brokerage in 2006 will stand, according to a ruling issued today by the National Adjudicatory Council (NAC), the appeals body of the Financial Industry Regulatory Authority (FINRA)...

SEC Charges Birmingham Mayor with Municipal Bond Fraud

Posted on April 30, 2008
The SEC filed a civil action today against Birmingham Mayor Larry Langford, William Blount, and Albert LaPierre, alleging that while Langford served as president of the County Commission of Jefferson County, Alabama (County Commission), he accepted more than $156,000 in...

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SEC Charges Two Former Monster Worldwide Officers with Backdating

Posted on April 30, 2008
The SEC today charged two former senior executives at Monster Worldwide, Inc., for their alleged participation in a multi-year scheme to secretly backdate stock options granted to thousands of Monster officers, directors and employees. The SEC alleges that Monster's former...

Report Calls for Eliminating Price Discrepancies

Posted on April 30, 2008
The Security Traders Association will release a report calling on the NYSE and Nasdaq to work on "an appropriate and coordinated opening process" to eliminate growing price discrepancies in stocks at the opening of trading. "Divergent prices confuse investors," explained...

Countrywide Announces Another Big Loss

Posted on April 30, 2008
Countrywide Financial announced a $893 million loss in the first quarter ($1.60 per share) because of rising loan defaults. The Wall St. Journal reports that a federal investigation has uncovered evidence that Countrywide sales executives falsified income figures for many...

Citigroup Issues $3 Billion in New Stock

Posted on April 30, 2008
Citigroup will sell $3 billion in common shares this week to increase its capital and help protect its dividend. This will make $39 billion Citigroup has raised since November. NYTimes, Citigroup to Sell $3 Billion in Stock.

Freddie Mac's Compensation Committee Cites Accomplishments in Awarding CEO Compensation

Posted on April 30, 2008
Freddie Mac lost $3.1 billion in 2007, its first annual loss, and its regulator Ofheo reported to Congress that the company remains "a significant regulatory concern." Yet the company's compensation committee cited management's "notable accomplishments" in the annual report and...

FINRA Proposes Amendments to Options Communications Rule

Posted on April 29, 2008
The SEC has released for public comment FINRA's proposed amendment of NASD Rule 2220 (Options Communications with the Public), which FINRA says is being revised to better address current needs for regulating options communications practices and promote consistency across the...

SEC Settles Insider Trading Charges Against Bank Director and Son

Posted on April 29, 2008
The SEC settled an insider trading action against Charles R. Norton, a former director of Community Bancorp, and his son, Chad R. Norton, who traded in Valley Bancorp stock shortly before the June 28, 2006 announcement of Valley Bancorp's acquisition...

SEC's Corporation Finance Recommends Changes to Cross-Border Tender Offer Rules

Posted on April 29, 2008
The SEC's Division of Corporation Finance said today that it has completed its review of the Commission's cross-border tender, exchange offer and business combination rules, and has prepared recommendations for consideration by the Commission. The cross-border tender offer rules apply...

Two Views on SEC Reform

Posted on April 29, 2008
The New York Times today has two pieces relevant to the question of market reform. First, an Op-Ed piece, "Muzzling the Watchdog," by three former SEC Chairs, Arthur Levitt, William Donaldson, and David Ruder, warns against a regulatory approach that...

Circuit City Investors Urge Sale

Posted on April 29, 2008
Two large Circuit City shareholders have called upon the company to allow Blockbuster to conduct due diligence. To date Circuit City has refused, saying that it did not believe that Blockbuster had the finances for the deal. HBK Investments, a...

Mars and Wrigley Agree to Join Candy and Gum Businesses

Posted on April 29, 2008
Mars' acquisition of Wrigley for $23 billion cash($80 per share, or a 28% premium)will create a huge privately owned company with many of the iconic brands in the candy and gum business (along with pet food and Uncle Ben's rice)....

SEC Settles Insider Trading Charges Involving Laserscope

Posted on April 28, 2008
The SEC settled insider trading claims against Edward O. Boshell, an outside disinterested director of a Dallas-based business development company (BDC), and Donald J. Pochopien, a shareholder of a Chicago-based law firm. The SEC alleged that Boshell and Pochopien engaged...

SEC Drops Whole Foods Blogging Investigation

Posted on April 28, 2008
Whole Foods Market said that the SEC ended its probe into blog postings by CEO John Mackey without recommending any action. Last July Mackey's postings, some of which denigrated its merger partner Wild Oats, under an assumed name received a...

SEC's Enforcement Director Speaks on Lawyers' Liability and FCPA

Posted on April 28, 2008
Linda Chatman Thomsen, Director, Division of Enforcement, SEC, spoke before the Minority Corporate Counsel 2008 CLE Expo, in Chicago, Illinois, on March 27, 2008, on lawyers' liability in general and in particular with respect to the FCPA.

Tracinda Bids for 20 Million Ford Shares

Posted on April 28, 2008
Kirk Kerkorian's Tracinda bid $8.50 for up to 20 million shares of Ford, a 13% premium over its closing price on Friday. The shares represent about 1% of Ford's outstanding. Tracinda currently owns about 4.7%. Nasdaq, Tracinda Bids $8.50 A...

Fiorina A Possible Republican VP Candidate?

Posted on April 28, 2008
Carly Fiorina, the former "rock-star" Hewlett-Packard CEO, now Victory Chairman of John McCain's campaign, is being mentioned as a possible VP candidate. WSJ, Ex-CEO Fiorina Seems Comfortable Following McCain's Lead.

Yahoo Does Not Respond to Microsoft's Deadline

Posted on April 28, 2008
Saturday was the deadline Microsoft gave Yahoo to agree to a deal. Now Microsoft must decide whether to back away or go forward with a hostile tender offer and proxy contest as Steve Ballmer stated several weeks ago. Many of...

Mars Negotiates to Buy Wrigley

Posted on April 28, 2008
Mars, privately owned by the Mars family (M&M's, Mars, Snickers) reportedly has struck a deal to acquire the Wm. Wrigley Jr. Co. (chewing gum, Lifesavers, Altoids) for approximately $22 billion. Warren Buffett's Berkshire Hathaway will provide Mars with financing...

Hamermesh on Shareholders' Inspection Rights

Posted on April 27, 2008
Twenty Years after Smith v. Van Gorkom: An Essay on the Limits of Civil Liability of Corporate Directors and the Role of Shareholder Inspection Rights, by LAWRENCE A. HAMERMESH, Widener University School of Law, was recently posted on SSRN. Here...

Zitzewitz on Mutual Fund Settlements

Posted on April 27, 2008
An Eliot Effect? Prosecutorial Discretion in Mutual Fund Settlement Negotiations, 2003-7, by ERIC ZITZEWITZ, Dartmouth College, was recently posted on SSRN. Here is the abstract: This paper examines the negotiated settlements of 20 market timing and late trading cases, comparing...

Harner on Activist Debt Investing

Posted on April 27, 2008
The Corporate Governance and Public Policy Implications of Activist Distressed Debt Investing, by MICHELLE M. HARNER, University of Nebraska College of Law, was recently posted on SSRN. Here is the abstract: Activist institutional investors traditionally have invested in a company's...

Rosen on Executive Compensation

Posted on April 27, 2008
Who Killed Katie Couric? And Other Tales from the World of Executive Compensation Reform, by KENNETH M. ROSEN, University of Alabama - School of Law, was recently posted on SSRN. Here is the abstract: With average Americans perturbed about executive....

Countrywide's CEO Does Well

Posted on April 25, 2008
Countrywide Financial's CEO Angelo Mazilo made $121.5 million in 2007 from exercising stock options under a Rule 10b5-1 plan. He also received $22.1 million in compensation -- $1.9 million in salary, $20 million in stock and option awards, no bonus.....

SEC Director of Investment Management Outlines Agenda

Posted on April 25, 2008
Andrew J. Donohue, Director, Division of Investment Management, SEC, outlined the following agenda for the Division at an April 24, 2008, Keynote Address at the Practicing Law Institute, Investment Management Institute 2008: I expect the remainder of 2008 to be...

H&R Block Financial Advisors Exonerated in Enron Sales Proceeding

Posted on April 25, 2008
A FINRA hearing panel dismissed a November 2004 complaint against H&R Block Financial Advisors alleging sales practices and supervisory violations relating to sales of Enron Corporation bonds during the one-month period immediately preceding Enron's filing for bankruptcy protection on Dec...

SEC Institutes Market Timing Suit Against Former Portfolio Manager of A Gabelli Fund

Posted on April 24, 2008
The SEC filed a civil fraud action in the United States District Court for the Southern District of New York against Marc J. Gabelli, the former portfolio manager of the Gabelli Global Growth Fund (GGGF), currently known as GAMCO Global...

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