myCorporateResource.com--Empowering the Corporate Community

New SEC Rules & Guidance
•	SEC Adopts Final Proxy Access Rules
•	SEC Amends ADV Part 2 ("The Brochure")
•	SEC Responds to "Flash Crash" With Circuit Breaker Rules
•	SEC's Proposed Large Trader Reporting System
•	SEC Proposes To Expand Regulation of ABS Markets
•	SEC Proposes Amends to Rule 10b-18 Safe Harbor for Issuer Repurchases
•	SEC's Interpretive Release on Climate Change Risk Disclosure
•	SEC's Updated (& Relaxed) Guidance on non-GAAP Financial Measures
•	SEC Proposal to Effectively Prohibit "Unfiltered" Access to Markets
•	SEC Concept Release on Equity Market Structure (eg High Frequency Trading)
•	SEC Proposes Amends to Rule 163; Would Facilitate Pre-Registration Communications for WKSIs
•	SEC Proposes Rules For "Dark Pools"
•	Investor Protection Act of 2009
•	SEC Releases C&DIs for Exchange Act Sections 13(d) & 13(g)
•	SEC Resets S-Ox Auditor Assessment Deadline For Smaller Companies
•	SEC's Proposed Rule Amends Re Flash Orders
•	Harmonic Regulation: SEC & CFTC On Singing From The Same Hymn Sheet
•	SEC's Proxy Disclosure Enhancements
•	Investment Advisers Face "Pay to Play" Restrictions on Political Contributions
•	SEC's IFRS "Roadmap"
•	SEC Adopts "Say On Pay" Rules for TARP Funding
•	SEC's Roll-out of XBRL & IDEA
•	Chairman Schapiro Outlines SEC Agenda
•	"SEC Speaks" 2009
•	SEC Formalizes/Amends Emergency Short Selling Rules (July 2009)
•	SEC Adopts Alternative Uptick Rule For Short Sales
•	SEC's October 2008 Emergency Short Selling Rules
•	SEC Guidance on 10b5-1 Trading Plans
•	SEC's Rules For Ratings Agencies (NRSROs)
•	SEC's Revised Oil & Gas Reporting Requirements
•	SEC's Rule 15c2-12, EMMA & Municipal Securities
•	SEC Guidance on Company Websites
•	SEC's Regulation of Indexed Annuities (Rule 151A)
•	Regulation S-AM & Affiliate Marketing
•	SEC Guidance on Investment Adviser Advertising
•	OFAC Guidance to Securities Industry on Compliance
Annual Proxy, 10-K & Shareholder Issues
•	SEC's "Proxy Plumbing" Concept Release
•	2010 Proxy Season
•	RiskMetrics' new Governance Risk Indicators (“GRId”) Rating System
•	SEC Amends Internet Proxy Delivery Rules
•	SEC Adopts Final Proxy Access Rules
•	The Shareholder Bill of Rights Act
•	Changes to Delaware Law Re: Proxy Solicitation & Expenses
•	SEC's Shareholder Proposal Rule: 14a-8
•	SEC's New E-Proxy Rules
•	SEC Allows Dissident Shareholders To "Round Out" Short Slates With Other Dissidents
•	2009 10-K & Proxy Disclosure: MD&A, CD&A, etc
•	RiskMetrics Voting Policies
•	DOL: "Social" Investing & Proxy Voting
Securities Litigation
•	Delaware Court Okays Barnes & Noble Rights Plan
•	SEC v Rorech & Insider Trading of Derivatives
•	Morrison & "F-Cubed" Securities Litigation
•	*Supreme Court To Review Matrixx v Siracusano; Weigh-In On Use of Adverse Event Reports*
•	Maric v Plato Learning: Delaware Court Enjoins Merger Over Disclosure Concerns
•	In re CNX Gas Corp & Going Private Transactions
•	Second Circuit Limits Secondary Actor Liability in Pacific Mgmt v Mayer Brown
•	Omnicom & Proving Loss Causation
•	Tambone: First Circuit Rejects Rule 10b-5 Liability For “Implied” Misrepresentations
•	Merck & Statute of Limitations in Federal Securities Fraud Cases
•	Avaya: Third Circuit Weighs In on Tellabs Scienter
•	*Delaware's Hammons Hotels* & Entire Fairness Standard of Review**
•	SEC v Dorozhko: Fiduciary Duty not Required Element of Insider Trading
•	South Cherry Street & Investment Adviser Liability for Ponzi Schemes
•	Omnicare & Gun-Jumping
•	Citigroup Prevails in Delaware Subprime Shareholder Action
•	Roth v AON: Attorney Client Privilege & Draft SEC Filings
•	San Antonio Fire & the Indenture "Poison Put"
•	Realogy: Exchange of Unsecured for Secured Notes
•	JP Morgan Chase, Enron & Lack of Scienter
•	Lyondell, Revlon & The Duty of Good Faith
•	Madden, SLUSA & "The Delaware Carve-Out"
•	Glazer: Liability for Reps & Warranties in Merger Agreement; "Collective Scienter"
•	Loral & Interested Party Transactions
•	Williams, The Tenth Circuit & Proving Loss Causation
•	Hexion v Huntsman: Material Adverse Effect
•	Blackstone v ADS: You Get What You Bargain For
Accessing Capital Markets
•	Shelf Registration Statements (Sunset Provisions)
•	Jeopardized WKSI Status
•	Unsponsored ADR Programs
•	Opportunistic Financing: eg Registered Direct & "At-The-Market" Offerings
SEC & Other Agency Enforcement Actions
•	SEC Guidance on Enforcement Action Cooperation by Individuals
•	SEC Enforces Regulation G (Safenet)
•	SEC, Mark Cuban & Insider Trading (or not)
•	SEC v Black: FD Compliance Pays Off
•	SEC Clarifies Rule 13d-1(b) "Ordinary Course" of Business Exception
•	SEC Uses S-Ox Clawback Against Uncharged Executive
•	SEC Target's Investment Adviser's (Intech) Proxy Policies
•	DoJ's Leniency for Antitrust Cooperation Program
•	Hennessee: SEC Slaps Fund Adviser for Poor Diligence
•	SEC's Enforcement Manual
•	KBR & Halliburton Settle with SEC & DOJ
•	Siemens Settlement & the FCPA
•	Filip Guidelines & Attorney-Client Privilege
FINRA & Exchanges
•	FINRA & Registration of Operations Professionals
•	FINRA's Private Placement (Reg D) Diligence Guidance for Broker-Dealers
•	FINRA & Same Day Clearance of Shelf Offerings
•	NYSE Ends Broker Discretionary Voting for Directors
•	FINRA's Rule 2210 on Communications with the Public
•	NYSE's New Press Release & Notification Rules
•	SEC Approves NYSE CorpGov Listing Standards Amends
•	FINRA Rule 2720: Conflicts of Interest in Public Offerings
•	FINRA's Rule 5122 on Member Private Offerings
•	FINRA's Relief for "Extraordinary Cooperation"
•	FINRA: Equity Research Rules
•	FINRA Limits Pre-Hearing Motions To Dismiss in Arbitration
SEC's Private Fund Regulation
•	SEC Adopts Changes to Custody Rules for Investment Advisers
•	SEC Rules on Mutual Fund Disclosure
•	SEC Guidance for Mutual Fund Boards
•	SEC Requires Mutual Funds to Submit Risk/Return Summaries in XBRL Format
•	Proposed Regulation of Private Funds (Hedge, Private Equity, etc)
•	Mandated Electronic Filing of Form Ds
•	SEC's Rule 13e-3 (ie "Going Private") Guidance
SEC, Foreign Issuers & Cross-Border Transactions
•	Foreign Private Issuer Reporting Enhancements
•	Foreign Private Issuer Rule 12g3-2(b) Exemption
•	SEC's New Cross-Border Rules
•	SEC's Proposed Rule 15a-6 re: Foreign Broker-Dealers