March 2011 – Compliance Building

Guidance Under the UK Bribery Act

We have been waiting for some guidance from the United Kingdom about their new Bribery Act since it received Royal Assent last April. The delay on the guidance has delayed the implementation of the Bribery Act itself. Now the guidance is out.

The Bribery Act 2010 creates a new offence under section 7 which can be committed by commercial organisations which fail to prevent persons associated with them from bribing another person on their behalf.

An organisation that can prove it has adequate procedures in place to prevent persons associated with it from bribing will have a defence to the section 7 offence.

The guidance, published here under section 9 of the Act, will help commercial organisations of all sizes and sectors understand what sorts of procedures they can put in place to prevent bribery, as mentioned in section 7.

With the release of the guidance, Kenneth Clarke, Lord Chancellor and Secretary of State for Justice, announced that the Bribery Act will go into force on July 1.

Bribery and Corruption are bad and we want to have systems in place to prevent them and to detect them if they happen. Tucked into Section 9 of the Bribery Act was requirement that the Secretary of State publish guidance about procedures which commercial organizations can put in place to prevent persons associated with them from bribing. Under section 9 of the Bribery Act, the only defense against criminal liability for a commercial organization which has “failed to prevent bribery” is that the organization had adequate procedures” to prevent bribery.

In what appears to be a very user-friendly approach the Ministry of Just has published a Quick start guide (PDF 0.27mb 9 pages) to get you up to speed on the Bribery Act.

Commercial Organization

Of course there is some question about the applicability and enforcement beyond the borders of the United Kingdom. Clearly, if you have operations in the UK and those employees are paying bribes for business to be sent to those operations then it falls under.

If you have an office in London, are all of your operations worldwide subject to the Act? I’m sure we will find out, eventually.

It will be up to the court to decide whether or not any individual organisation can be said to be ‘carrying on a business’ in the UK. They obviously take a range of factors into account – mere listing on the London Stock Exchange or just the fact of having a UK incorporated subsidiary would not necessarily mean the Act applies. To be clear: this is not a ‘carve-out. Under the terms of the Act, it has always been a decision for the courts. – Kenneth Clarke, Lord Chancellor and Secretary of State for Justice

If you have a London office (or operations somewhere in the United Kingdom), or other “demonstrable business presence in the United Kingdom” you should pay attention to the Act. However, merely being listed on the London Exchange alone would not be enough. (See paragraph 36 in the guidance.)

Hospitality

According to Quick Start Guide:

The government does not intend that genuine hospitality or similar business expenditure that is reasonable and proportionate be caught by the Act.

In any case where it was thought the hospitality was really a cover for bribing someone, the authorities would look at such things as the level of hospitality offered, the way in which it was provided and the level of influence the person receiving it had on the business decision in question. But, as a general proposition, hospitality or promotional expenditure which is proportionate and reasonable given the sort of business you do is very unlikely to engage the Act. So you can continue to provide tickets to sporting events, take clients to dinner, offer gifts to clients as a reflection of your good relations, or pay for reasonable travel expenses in order to demonstrate your goods or services to clients if that is reasonable and proportionate for your business.

That may actually be a broader ability to deal with government officials than under the FCPA.

Facilitation Payments

Facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform, are bribes. There was no exemption for such payments under the previous law nor is there under the Bribery Act.

That is more strict than the FCPA. They do leave it open to prosecutorial discretion, that based on the facts and circumstances they can decide whether prosecution is in the public interest.

Foreign Public Official

Over here in the US it looks like there some be some court decisions coming down that will add clarity to the definition of a foreign official under the US FCPA. Here is the guidance under the Bribery Act as to who is a foreign public official:

A ‘foreign public official’ includes officials, whether elected or appointed, who hold a legislative, administrative or judicial position of any kind of a country or territory outside the UK. It also includes any person who performs public functions in any branch of the national, local or municipal government of such a country or territory or who exercises a public function for any public agency or public enterprise of such a country or territory, such as professionals working for public health agencies and officers exercising public functions in state-owned enterprises. Foreign public officials can also be an official or agent of a public international organisation, such as the UN or the World Bank.

There is lots to digest in the guidance. Ultimately, other than the removal of facilitation payments I does not seem that compliance with the UK law would be any different than compliance under the FCPA.

Sources:

Bribery Act 2010: Guidance about commercial organisations preventing bribery (PDF 0.38mb 45 pages)
Quick start guide (PDF 0.27mb 9 pages)
Bribery Act in force from July 1: Ken Clarke’s statement in full in the Bribery Act .com
SFO/DPP Guidance: Facilitation Payment Ban Continues & SFO door remains open in the Bribery Act .com
Bribery Act Guidance: Our first impressions & top takeaways in the Bribery Act .com
Bribery Act Guidance Arrives After Long Journey by Joe Palazzolo in WSJ.com’s Corruption Currents
Grey areas remain after revision of Bribery Act guidance by Margaret Taylor in The Lawyer
UK Bribery Guidance Released: An Initial Look at the Quick Start Guide by Tom Fox
Case Study #1: Facilitation Payments by Howard Sklar in Open Air

Real Estate Funds and the Investment Company Act

Traditionally, private fund managers have looked at the section 3(c)(1) or section 3(c)(7) exemptions from the definition of “investment company” to avoid the restrictions of being regulated under the Investment Company Act. Dodd-Frank defined a “private fund” as being “issuer that would be an investment company as defined in Section 3 of the Investment Company Act, but for section 3(c)(1) and section 3(c)(7) of that Act.”

If you want to avoid being a “private fund” you need to look at the other exemptions under the Investment Company Act. Section 3(c)(5) is available for real estate funds:

Any person who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in one or more of the following businesses: … (C) purchasing or otherwise acquiring mortgages and other liens on and interest in real estate.

The SEC has issued some guidance on what is meant by that exemption.

In a No Action Letter issued to Realex Capital Corporation in 1984, the Securities and Exchange Commission did not decline to take action. Realex was looking to invest as a limited partner in a limited partnership that would own and operate a building. The SEC took the position that the interests would be “investment contracts” and therefore securities, not real estate for purposes of section 3(c)(5). Realex would be relying on the efforts of the managing partners for the success of the enterprise. In this case, Reaex had only limited major decision rights. For example there was a limitation on sale, but Realex could only object if it did not receive net cash proceeds at least equal to its capital contributions.

In a pre-REMIC No Action Letter, the SEC agreed not to action against Premier Mortgage Corporation for a mortgage pooling fund. Premier would acquire whole mortgage loans secured by first liens on the property.

Getting closer to real estate funds, United States Property Investments NV asked for clarification from the SEC for their fund that would be investing in real estate and real estate interests. In 1989, the SEC said the fund’s investment strategy would allow it qualify for the exemption under 3(c)(5). The fund would invest only in fee interests in real estate, joint ventures formed to acquire real estate, mortgage loan secured by real estate, and interests in joint ventures formed to make mortgage loans secured by real estate. At least 55% of the investments would be exclusively backed by real estate. The remainder would mortgage loans secured primarily, but not exclusively, by real estate. The fund’s joint venture interests would be exclusively general partnership interests and would be active in the management and operation, including consent for major decisions.

Following that letter, City Trust followed up with a similar investment fund that would established for buying commercial mortgage loans and equipment loans in the form of industrial development bonds. This letter request combined the real estate mortgages in clause (C) of 3(c)(5) with the purchase money debt for merchandise, insurance, and services in clause (A).

The United States Property Investments NV letter is the most useful to real estate private equity funds looking for 3(c)(5) as an exemption to avoid being defined as a “private fund.” It’s not clear what lesser amounts of real estate would be acceptable. It’s also not clear whether a more complicated structure of ownership would change the analysis. Real estate funds often have lots of intervening entities to satisfy tax, ERISA, financing and management issues.

The other thing to keep in mind is that using the 3(c)(5) exemption may get you out from under the definition of a private fund, but does not necessarily mean that you are not an investment adviser. It just means that the management company is not an adviser to a private fund.

Sources:

City Trust No Action Letter (December 12, 1990)
Premier Mortgage No Action Letter (March 14, 1983)
Realex Capital Corp No Action Letter(March 19, 1984)
United States Property Investments NV No Action Letter (May 1, 1989)
Are you an Investment Company? – prior post in Compliance Building

Image of Royal Exchange London is from the Library of Congress

Are you an Investment Company?

Fund managers are dealing with Dodd-Frank and the requirements under the Investment Advisers Act made by the Securities and Exchange Commission. Of course, a fund manager needs to focus on other areas of financial regulation and enforcement by the Securities and Exchange Commission. Fund managers need to keep focused on how they comply with the Investment Company Act.

Section 3 of the Investment Company Act has this definition:

1. When used in this title, “investment company” means any issuer which–

A. is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;

B. is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or

C. is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 percentum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.

This leaves you with the tricky analysis of whether your investments are securities. To avoid that mess, most private funds look to two exemptions from the definition of “investment company”: 3(c)1 and 3(c)7.

Under 3(c)(1), the main limitations are that you have one hundred or fewer holders of beneficial interest in the fund and that you do not propose to sell them in a public offering. Under 3(c)(7) you can go beyond the 100 owners, but they need to be “qualified purchasers.” That means they need to have a big wallet.

One challenge for private funds who do not want to register under the Investment Advisers Act is that private fund is defined as an “issuer that would be an investment company as defined in Section 3 of the Investment Company Act, but for section 3(c)(1) and section 3(c)(7) of that Act.”

There are other exemption available, but they are harder to fit under. You may have a trail of paper work stating that you fall under the section 3(c)(1) or section 3(c)(7) exemption, even though you could claim to fit under one of the other exemptions.

For example, 3(c)(5) is available for real estate funds:

There are some additional limitations that come with this based on some SEC No Action letters. I’ll put some information together on that later.

Sources:

Real Estate Programs – Avoiding the Scope of the Investment Company Act by Richard P. Cunningham, Jr. , Esq. and Thomas G. Voekler, Esq.
Section 3 of the Investment Company Act
What is a Security? Is Real Estate a Security? – prior post on Compliance Building
Private Fund Exemptions under the Investment Company Act – prior post on Compliance Building
Qualified Purchasers under the Investment Company Act – prior post on Compliance Building

Image is Exchange hall, Copenhagen, Denmark, between ca. 1890 and ca. 1900, published by The Library of Congress

Are you an Investment Adviser?

There has been a lot of focus on the effect of Dodd-Frank on private fund managers. Many had relied on the small adviser exception from registration. If you had fewer than 15 clients (funds) you were exempt from regulation. With the loss of that exclusion, the industry has been looking to other ways to fall outside the requirements of registration.

One may be to take another look at the definition of investment adviser and see if it really applies to what your fund does.

Section 202(a)(11) of the Advisers Act defines an “investment adviser” as

“any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.”

Let’s break it down into its three components:

for compensation
engaged in the business
provide advice about securities

A person or firm must satisfy all three elements and not fall into one of the half dozen statutory exclusions to be regulated under the Advisers Act.

For fund managers, the “compensation” is easily satisfied. A fund manager is giving advice to its funds. Presumably, they are not doing it for free.

The term “securities” is very broadly defined in Section 202(a)(18) of the Investment Advisers Act.

Whether a person providing financially related services is an “investment adviser” is a facts and circumstances test. In Release IA-1092 (.pdf) the SEC took a look at whether financial planners are investment advisers and provided some ways to look at whether you are in “engaged in the business” of “providing advice about securities.”

Here are some activities that the SEC believes falls into the category:

Giving advice about securities, even if it does not relate to specific securities
advise concerning the relative advantages and disadvantages of investing in securities in general as compared to other investments
in the course of developing a financial plan for a client, advises the client as to the desirability of investing in, purchasing or selling securities
a person who advises employee benefit plans on funding plan benefits by investing in, purchase, or selling securities, as opposed to, or in addition to, insurance products, real estate not involving securities, or other funding media
providing advice as to the selection or retention of an investment manager (under certain circumstances)

“Engaging in the business” of providing investment advice is a little trickier. Giving advice need not be the principal business activity. “The Giving of advice need only be done on such a basis that it constitutes a business activity occurring with some regularity. The frequency of the activity is a factor, but it is not determinative.”

It comes down to how often a fund manager gives advice to the fund about securities as part of the fund’s operations and investment process.

Sources:

SEC Release IA-1092
Section 202(a)(11) of the Advisers Act
Is a Fund Manager an Investment Adviser? – prior post on Compliance Building
What is a Security? Is Real Estate a Security? – prior post on Compliance Building

Image is Have a Heart. by A. Golden / CC BY-NC-ND 2.0

Compliance Bits and Pieces for March 26

Here are some compliance related stories that recently caught my eye:

PEI Media’s Private Fund Compliance Forum

Don’t miss your last chance to attend the essential event for compliance professionals in 2011 at a discounted price. Book your place before midnight on Friday March 25 and save $355 off the full delegate price.

(I will be speaking on a panel on the new rules governing fundraising.)

Ethics, Compliance, and Company Size by Matt Kelly

Ethics is not about compliance; ethics is about the discipline to follow a certain code of conduct. Where compliance is mandatory (someone else forces you to obey the code), ethics is voluntary (you choose to obey the code). I go back to that word “discipline” because it’s important: you the employee, you personally, must exercise the discipline to behave a certain way. Nobody can compel you to behave in that certain way; you must, as the cliché goes, buy into that code of behavior willingly.

The Truth About Hedge Funds and the Financial Crisis by Veronique de Rugy in Reason.com

Myth 2: The hedge fund industry’s tendency to take excessive risks, combined with a lack of regulation, was an important cause of the financial crisis.

Fact 2: Not only did hedge funds not precipitate the financial crisis, they did nothing to exacerbate it. If anything, hedge funds have helped the economy to recover more quickly.

Commitment From the Top by Howard Sklar in Open Air

I’ve been told that “tone from the top” has been replaced by a meatier phrase, “commitment from the top.” I would still define it in the same way. Essentially the entire discussion around tone/commitment from the top revolves around the same thing: which comes first, revenue or ethics, when you can’t have both? Compliance officers will tell you that their job is to be a creative solutions vendor for the business (at least, good compliance officers will tell you that). To get to “yes.” Sometimes, however, the answer is “no.” Sometimes, it’s “not only no, but ‘hell no.’” Ethics is what happens next.

Although not compliance-related, as a web publisher I was very interested in The Latest in Style from the New York Times with some revisions to their style guide:

We no longer have to write about people sending “an e-mail message” — we can call it “an e-mail.” The term is also acceptable as a verb. (For now, at least, we are keeping the hyphen for this and similar coinages like e-commerce and e-reader.)
For now, we’ll continue to capitalize Web and Internet, and we’ll keep “Web site” as two words.
A revised entry on Web addresses underscores the need for external linking from our online stories.
the ubiquitous “app” is now acceptable in all references to software applications, particularly for mobile.
We have eased our guidance on “girlfriend” and “boyfriend.” While traditionalists still view these terms as informal, and even a bit awkward for adults, there’s no ignoring that we live in a city where a mayor of a certain age has a girlfriend of a certain age.

More Information on Part 2 of Form ADV

In October 2010, the Securities and Exchange Commission created a new Part 2 for Form ADV. Instead of filling in blanks, investment advisers need to create a brochure for delivery to clients and prospective clients. For fund managers getting ready to register, that means writing a brochure, not just filling in boxes.

One question for fund managers is “who do you have to give the brochure to?” The SEC answered that question and many others about Part 2 of Form ADV.

Question III. 2

Q: Rule 204-3 requires an adviser to deliver a brochure and one or more brochure supplements to each client or prospective client. Does rule 204-3 require an adviser to a hedge or other private fund to deliver a brochure and supplement(s) to investors in the private fund?

A: Rule 204-3 requires only that brochures be delivered to “clients.” A federal court has stated that a “client” of an investment adviser managing a hedge fund is the hedge fund itself, not an investor in the hedge fund. (Goldstein v. Securities and Exchange Commission, 451 F.3d 873 (D.C. Cir. 2006)). An adviser could meet its delivery obligation to a hedge fund client by delivering its brochure to a legal representative of the fund, such as the fund’s general partner, manager or person serving in a similar capacity. (Posted March 18, 2011)

Question III. 3

Q: Must an adviser to a hedge fund or other private fund file as part of its Form ADV the brochure it is required to deliver to the hedge fund or other private fund?

A: Yes.

That answers the legal questions. You don’t have to deliver it to investors, but you do need to file it with the SEC. From a practical perspective, potential investors in the fund often ask for a copy of the Form ADV as part of their due diligence. So you end up giving it to many of your investors and not just the fund.

The other missing piece for fund managers is the new Part 1 of Form ADV. The SEC proposed some significant changes and has not yet released the final form. The SEC is cutting this one close. Early June is the hard deadline for filing. Before that the SEC will need to get the IARD system updated with the new fields. Perhaps they are updating IARD now so it will be ready when the final rule comes out? I doubt it.

Sources:

Want to Attend Interact 2011?

I’m not going to be able to make it to Interact 2011 this year, but the event organizers have offered some conference passes for me to dole out to readers of Compliance Building. (You will have to get there on your own and pay for accommodations.)

If you are interested in attending, leave a comment below or send an email to the contest line at [email protected].

[button link=”mailto:[email protected]?subject=I want to go to Interact 2011″ color=”red”]Enter the Contest[/button]
The entry deadline is March 30, 2011. I’ll randomly pick a winner from the entries I receive by the deadline. If you are the winner, I’ll contact you for your mailing address.

Last year, I attended Interact 2010, learned a great deal, did some great networking and had a great time.

About Interact 2011

Todayʼs corporate environment demands that every department adopt the “Do More with Less” mantra. In enterprise legal operations that means General Counsel need to effectively balance a growing portfolio of litigation, strict regulatory enforcement, growing risks and heavy penalties while being held to the same operating standards and performance metrics as any other core business unit.

Chief Compliance Officers are similarly affected. Complicating a new array of regulations has been hiring freezes, layoffs, and budget cuts. The result has been predictable: More work for compliance officers and their staff with fewer resources available. The demand for greater business agility, efficiency, and effectiveness in legal and compliance operations drives decision-makers from the nationʼs leading enterprise to uncover new strategies and technologies at Interact 2011.

Each year, legal and compliance decision-makers attend Interact to discuss key issues, build career-enhancing networks, and discover best-in-class products and services to improve success.

Agenda:

Monday, May 16, 2011

Innovations in Legal & Compliance Technologies

Legal Keynote Session

Promise and Peril: Considerations When Moving to the Cloud

Roundtable 2

Is E-Billing Obsolete in an Age of AFAs?

Effective Project Management for your Outside Counsel Engagements

Nursing Mothers and Compliance

An amendment to the Fair Labor Standards Act included in the recent Health Care reform law imposes a new requirement on the workplace. Employers must now provide “reasonable” unpaid breaks to nursing mothers in the first year after birth. The health care law adds a new provision to the FLSA, 29 U.S.C. §207(r)(1), which allows nursing mothers to take a break every time they need to express breast milk and requires employers to provide a private location, other than a bathroom, where such employees may express milk. This provision under the Patient Protection and Affordable Care Act amended the FLSA effective March 23, 2010.

Employers of fewer than 50 employees are exempt if the breastfeeding requirements would “impose an undue hardship by causing the employer significant difficulty or expense.” You can read more on the U.S. Department of Labor Website, Fact Sheet #73: Break Time for Nursing Mothers under the FLSA

The new legislation only covers women who are paid hourly, not a salary, although some state laws cover both. If you work in a state that is more favorable to the employee than the federal law, you’ll need to follow your own state’s rule. Here’s a link to all the state breastfeeding rules. Twenty-four states have laws related to breastfeeding in the workplace: Arkansas, California, Colorado, Connecticut, Georgia, Hawaii, Illinois, Indiana, Maine, Minnesota, Mississippi, Montana, New Mexico, New York, North Dakota, Oklahoma, Oregon, Rhode Island, Tennessee, Texas, Vermont, Virginia, Washington and Wyoming, plus the District of Columbia and Puerto Rico.

Section 7 of the Fair Labor Standards Act of 1938 (29 U.S.C. 207) is amended by adding at the end the following:

(r)(1) An employer shall provide—

1. a reasonable break time for an employee to express breast milk for her nursing child for 1 year after the child’s birth each time such employee has need to express the milk; and
2. a place, other than a bathroom, that is shielded from view and free from intrusion from coworkers and the public, which may be used by an employee to express breast milk.

(2) An employer shall not be required to compensate an employee receiving reasonable break time under paragraph (1) for any work time spent for such purpose.

(3) An employer that employs less than 50 employees shall not be subject to the requirements of this subsection, if such requirements would impose an undue hardship by causing the employer significant difficulty or expense when considered in relation to the size, financial resources, nature, or structure of the employer’s business.

(4) Nothing in this subsection shall preempt a State law that provides greater protections to employees than the protections provided for under this subsection.

Section 7 of the Fair Labor Standards Act of 1938 (29 U.S.C. 207)

If you like the picture, you can purchase that jumper on Zazzle: I LOVE BREAST MILK! T-SHIRTS

Lawyers and Insider Trading

Even smart people do dumb things. Lawyers presumably know the law, but still break it. That means they occasionally take some short term profits through insider trading and get caught red-handed.

Everyone is focused on the Galleon Group insider trading trial happening in Manhattan, threatening to put Raj Rajaratnam in jail. That case is complicated and big, with wire taps and cooperating witnesses.

The SEC’s case against Todd Treadway seems more straight-forward.

Treadway was an attorney in the Executive Compensation, employee Benefits & Employment practice group at Dewy & LeBoeuf.

According to the SEC complaint, Treadway bought shares in Dewey’s client, Accredited Home Lenders, after reviewing a draft merger agreement for the company’s acquisition by Lone Star Funds in June 2007. He used his office computer to scoop up shares three days before the deal was announced publicly. Not being subtle, he used all of the available cash in the account to buy the stock.

According to the SEC complaint, once was not enough. Later, in May 2008, Treadway bought shares in CNET before the announcement that CBS Corp. planned to buy it. After reviewing various documents as part of his work on the transaction, Treadway bought CNET stock using four different brokerage accounts eight days before the deal was announced.

How did he get caught?

With any public M&A deal where there is a spike in trading activity before the deal is announced, the Financial Industry Regulatory Authority pokes around the accounts that traded in those shares to see if anyone trading was an insider. FINRA began looking into trading around the CBS/CNET deal. They asked Dewey to circulate to people in the firm who had knowledge of the deal a list of individuals and entities, one of whom was Treadway’s fiancée. Treadway responded to the questionnaire by replying “I have no knowledge of such person/entities.”

The complaint does not state that Treadway’s name was on the FINRA list. That seems odd. Maybe that part was left off the complaint and the SEC just wanted to point out that he lied about his fiancee.

Dewey’s enforcement was quicker than the SEC’s enforcement. The law firm fired Treadway in November 2008.

All this for only $27,000 in trading profits. Treadway made only $388 from the Accredit Home/Lone Star merger. That’s small dollars for a lawyer who presumably was making at $160,000 as an associate in a big new York City law firm. I suppose loading up on options would not have been subtle enough for Treadway.

Treadway is merely the latest attorney at a big law firm who has been caught taking a quick buck through insider trading. Two lawyers at Ropes & Gray, Arthur Cutillo and Brien Santarlas, pleaded guilty in 2009 for passing along tips about deals the firm was working on in exchange for kickbacks. Melissa Mahler, a lawyer at Nixon Peabody pleaded guilty in 2010 to making trades on a deal underway at the firm.

Sources:

SEC Complaint against Todd Treadway
Former Dewey Associate Charged with Insider Trading by Nathan Koppel in WSJ.com’s Law Blog
Former Dewey & LeBoeuf associate charged with insider trading by Nate Raymond in the National Law Journal

Compliance Bits and Pieces for March 18

Here are some compliance-related stories that recently caught my eye:

April 5 Webcast: The SEC’s Asset Management Unit and Strategies for Avoiding Trouble in 2011 and Beyond in Securities Docket

In this webcast, Bruce Karpati, the co-head of the SEC’s Asset Management unit since its inception, will discuss his unit’s successes over the past year, and what it is currently prioritizing and pursuing. He will be joined on the panel by John Reed Stark, Managing Director of Stroz Friedberg and former Chief, SEC Office of Internet Enforcement; and Bradley J. Bondi, a litigation partner at Cadwalader, Wickersham & Taft LLP and former counsel to SEC Commissioners Troy Paredes and Paul Atkins for enforcement matters.

Wall Street’s Biggest Bargain May Be Wall Street Office Space by David M. Levitt in Bloomberg

Demand for downtown space, like in much of the city, froze after the global credit crisis and plunge in financial-industry jobs. Wall Street was hurt by two additional factors: Goldman Sachs Group Inc. (GS)’s decision to sublease space at a building a block south, and departures at Donald Trump’s 40 Wall St., the biggest multitenant tower on the street, according to Shapses.

Luddites and the Law by Simon Fodden in SLAW

Over the last couple of decades as the rate of change in information technology has accelerated, it’s become fashionable for some to claim with pride and others to award with scorn the title of Luddite. As it happens, this March marks the bicentennial of the real Luddite uprising in the north of England. Richard Conniff has written a piece, “What the Luddites Really Fought Against,” that’s available on Smithsonian.com, correcting the misunderstandings that most of us have about who these followers of Ludd actually were and why they took to breaking machines.

Financial services & corruption: Private Equity in the spotlight? and Financial Services: M&A, Private Equity and the lifebelt in thebriberyact.com

We wrote on Tuesday about Private Equity and increased interest by US investigators. Anti-corruption and money laundering laws touch on Financial Services and Private Equity in a number of ways. One obvious hot spot is M&A activity. The US Securities & Exchange Commission has recently targeted Private Equity for activities of a portfolio company. We wrote yesterday that what happens accross the Atlantic has a habit of turning up in the UK.