Financial Regulatory Forum

Einhorn/Greenlight Capital fine highlights duty for investors to seek absolute clarity over inside information

By Martin Coyle and Alex Robson

LONDON/NEW YORK, (Thomson Reuters Accelus) – A decision by the UK Financial Services Authority (FSA) to fine hedge fund manager David Einhorn and his Greenlight Capital fund 7.3 million pounds ($11.5 million) has highlighted the need for professional investors to ascertain clearly what constitutes inside information, securities lawyers said. The FSA said that it fined Einhorn 3.64 million pounds and Greenlight Capital 3.65 million pounds for using inside information that he obtained from a broker before selling shares in a UK public company in 2009. Einhorn’s is the biggest scalp by far of the FSA’s renewed determination to punish market manipulation as part of its “credible deterrence” policy.

The regulator said that Einhorn learned from a telephone conversation with the broker that British pub company Punch Taverns was on the verge of a significant equity fundraising, prompting the New York-based financier to sell down his holdings before an anticipated fall in the shares. (more…)

SEC’s new whistleblower website – ‘winning’ Dodd-Frank style

By John Sutton

Aug. 17  (Business Law Currents) – As the fabled story goes, almost a decade passed between the time that fraud investigator Harry Markopolos first submitted evidence of the Bernie Madoff Ponzi scheme to the SEC’s Boston office and his arrest in late 2008.

With the adoption of the new whistleblower program under Section 922 of the Dodd-Frank Act and the release of the program’s related website specifically designed for whistleblowers to provide tips, the SEC is now able to get serious about following up on whistleblower leads. (more…)

Corporate Governance: Staggered U.S. boards are endangered species

By Erik Krusch

NEW YORK, March 23 (Westlaw Business) – Classified boards may be moving towards the endangered species list, as investors and even management are hunting them down.

Valero and Biogen Idec’s management teams, for example, are recommending that shareholders approve amendments declassifying their respective boards. Other corporations, such as Alcoa and McDonald’s Corp, however, are fighting their shareholders’ attempts to level their staggered boards. It remains to be seen how many staggered boards emerge from this proxy season unscathed. (more…)

SEC’s boardroom bombshell: directors can be costly

Traders work in the Goldman Sachs stall on the floor of the New York Stock Exchange July 16, 2010.  REUTERS/Brendan McDermidNEW YORK, March 4 (Westlaw Business) Being an insider with a fiduciary duty sure is risky, as heavyweight Rajat Gupta is now finding out amidst serious SEC charges. So is having board members, as Goldman Sachs and Procter and Gamble are now worrying. Of great concern to each are the reputational risks and attendant costs that this might impose on them. The potential risks could relate to a broad range of issues, ranging from inside information, to disclosure of SEC investigation and board member protection. Though this likelihood may seem remote, recent experiences from Bank of America to Goldman Sachs itself show them to be painfully possible.

With a plot literally ripped from the headlines and a narrative crackling like a Law & Order script, the Commission has charged Gupta in the spreading Galleon insider trading scandal. The case links Berkshire Hathaway, Goldman Sachs and Procter and Gamble (P&G) to what is shaping up to be one of the biggest non-Madoff financial crime stories of the young century. (more…)

SEC is watching, on the Web, for sanctions evaders

Feb. 25 (Westlaw Business) Big Brother has his eye on more than just filings: He is also surfing the Web to corroborate corporate disclosures. Staff correspondence filed by Scottsdale-based Hypercom Corp. shows that when it comes to rooting out potential sanctions-evaders in Iran and Syria, the Securities and Exchange Commission keeps close tabs. (more…)

SEC market abuse chief takes trader-based approach

By Nick Paraskeva, Complinet contributor

NEW YORK, Feb. 18, (Complinet)  - The Securities and Exchange Commission market abuse unit is using new approaches to better identify insider trading and abusive conduct by market professionals. Unit Chief Daniel M Hawke said the SEC is using a trader-based approach to look for patterns across groups of people, such as related trades across different products and markets by a single trader or connected group of traders. The new approach has given the SEC a greater ability to detect relationships among traders, and bring cases against large trading networks.

(more…)

NYSE and Deutsche Borse: New York not home, so merger far from home-free

A U.S. flag hangs outside the New York Stock Exchange building, February 15, 2011. Deutsche Boerse will take over NYSE Euronext to create the world's largest exchange operator in a deal that dodges key questions that could yet threaten its completion. REUTERS/Joshua Lott Feb. 18 (Westlaw Business) The much-ballyhooed merger of the parent company of the New York Stock Exchange with that of German exchange Deutsche Borse makes two things clear – if they can make it through the thicket of global regulatory approvals and similarly convince their shareholders to tender into the offer, they’re home free. The just-filed agreement and related corporate governance documents make equally clear that “home” will not really be New York, and the NYSE Euronext will be the New York Stock Exchange no more.  This may make regulatory approval that much more difficult, with U.S. regulators in particular looking at issues from antitrust to financial markets, to national security. (more…)

COLUMN-Two paths to failure on Dodd-Frank

capitol bldg 2 RTXX2LO_Comp.jpg(Scott McCleskey is a managing editor for the ThomsonReuters Governance, Risk and Compliance unit. The views expressed are his own)

By Scott McCleskey

NEW YORK, Feb. 14 (Complinet) – With all the chest-thumping about U.S. financial reform last year, you would suppose that the regulatory authorities responsible for implementing the provisions of the Dodd-Frank Act would now have the political wind at their back.

This is particularly the case given the tight deadline for most of the provisions — on or before the July 21 anniversary of the Act’s enactment. You would be wrong. Both sides of the aisle in Congress have taken or threatened steps which only serve to undermine the process of regulatory reform and leave the market with all the costs and none of the benefits of reform. (more…)

US sentencing guidelines: a cornerstone of hedge fund compliance practices

By Judith Gross

The following is a guest column for Complinet  by Judith Gross, the principal and founder of JG Advisory Services. She develops compliance training for hedge funds, specializing in compliance and related topics, such as insider trading. The views expressed are her own.

Compliance regulations couldn’t get any more press coverage than they do today, given the almost daily raft of new SEC and Treasury rules. Putting the proposed and actual laws aside, however, have you ever stopped to wonder what the backbone of compliance law is?

The answer is the US Sentencing Guidelines, which were enacted in 1991 and later amended in 2004. These Guidelines set forth the sentencing recommendations for a variety of criminal offenses, including those for “organizations,” such as a hedge fund. Thus, if a hedge fund is convicted of engaging in criminal conduct, the court looks to these Sentencing Guidelines for a recommendation on penalties. (more…)

SEC cracks down on disclosure of lawsuit costs (Westlaw News & Insight)

By Carlyn Kolker

NEW YORK, Feb 3 (Reuters Legal) – The U.S. Securities and Exchange Commission is cracking down on corporate disclosure of litigation costs, a Reuters Legal analysis has found. In particular, the agency is targeting banks and other institutions that have reported large settlements of financial crisis-related lawsuits that they had not disclosed in prior regulatory filings. (more…)

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