SEC Issues Interpretive Guidance On Satisfying Rule 144 Holding Periods for Common Stock Acquired in Exchange for Real Estate Investment Trust (REIT) Operating Partnership Units

In March, the U.S. Securities and Exchange Commission (SEC) issued a no-action letter regarding satisfaction of the required holding period under its Rule 144 safe harbor for certain resales of “restricted securities” without registration under the Securities Act of 1933 (the “Securities Act”), in the context of sales of common stock of a public real estate investment trust (REIT) acquired in exchange for the same REIT’s operating partnership (OP) units.

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Will Expanding the Definition of Beneficial Ownership Broaden Change of Control Triggers?

The recently introduced “Brokaw Act” that proposes changes to the rules governing the reporting of ownership in U.S. public companies would expand the definition of “beneficial owner” to include any person with a “pecuniary or indirect pecuniary interest”, including through derivatives, in a particular security (borrowing the concept from the SEC’s insider reporting regime, which captures the “opportunity to profit” from transactions related to the relevant security).

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Yes, Attorneys Too Can Blow the Whistle: But When and How Hard?

Yes, Attorneys Too Can Blow the Whistle: But When and How Hard?

According to the United States Securities and Exchange Commission (“SEC” or the “Agency”), an attorney – or any individual, for that matter – should not have to first report misconduct to the SEC to fall under the protections of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank” or the “Act”).

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SEC Adopts Business Conduct Rules and Chief Compliance Officer Requirements for Swap Dealers and Major Security-Based Swap Participants

SEC Adopts Business Conduct Rules and Chief Compliance Officer Requirements for Swap Dealers and Major Security-Based Swap Participants

On April 13, the Securities and Exchange Commission voted to adopt final rules (the “Final Rules”) implementing business conduct standards and chief compliance officer requirements for security-based swap dealers and major security-based swap participants (collectively, “Swap Entities”).

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