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The New Rule 506(d) and Bad Actors

At its latest meeting, the Securities and Exchange Commission approve the rule that lifted the ban on general solicitation and advertising for certain private placements. The SEC also adopted the new rule that disqualifies felons and other bad actors from participating in certain securities offerings. The first rule was mandated by the JOBS Act. The […]

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How Wall Street Killed Financial Reform

I’m sure you heard in the news that JP Morgan lost $2 billion in a trades using complex derivatives tied to corporate bond defaults. But didn’t we fix this two years ago when Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act? It seems like JP Morgan’s mistakes should be the first test […]

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A Conversation with Paul Volcker

In a night out that only a compliance geek would love, I spent Monday night listening to Malcolm Salter talk with Paul Volcker, former Chairman of the Federal Reserve. Harvard University’s Edmond J. Safra Center for Ethics and the Center’s director, Lawrence Lessig, hosted the event in the Ames Courtroom at Harvard Law School. The […]

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The Case for Professional Boards

If you want to improve governance at a corporation, do you need professional directors? Did SOX merely add a layer of legal obligations of board, and do little to improve the quality of those serving as directors? Robert C. Pozen makes the case in The Case for Professional Boards in the December issue of the […]

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Facebook, Capital and Liquidity

There have been many stories written about the Goldman Sachs investment in Facebook. On one hand, there is the chatter about the investment placing the valuation at $50 billion. On the other, there hand there is the talk about how this affects a possible IPO by Facebook. There are two main reasons for an public […]

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New York Stock Exchange and Corporate Governance

Last week, the NYSE Euronext released the final report of the NYSE–sponsored Commission on Corporate Governance. The report identified 10 core governance principles. They cover the scope of the board’s authority, management’s responsibility for governance and the relationship between shareholders’ trading activities, voting decisions and governance. The Commission on Corporate Governance was established in the […]

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The Most Influential People in Corporate Governance

The National Association of Corporate Directors (NACD) publishes the Directorship 100. They surveyed 15,000 public company directors and executives to form the final 100 honorees. I was interested to see how they broke them into groups: Regulators and Rule Makers Directors CEOs Governance Policy Makers Attorneys Investors Auditors Recruiters Compensators D&O Insurers, Governance Advisors Corporate […]

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Now It’s the Law

President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act at the Ronald Reagan Building today. The clock starts ticking on the compliance and rule-making deadlines. “The fact is, the financial industry is central to our nation’s ability to grow, prosper, compete, and innovate. There are a lot of banks that understand and […]

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Financial Reform Passes the Senate

House Financial Services Committee Chairman Barney Frank (D-MA) issued the following statement on the passage of the Financial Stability Bill: “I congratulate Senator Dodd on an impressive act of legislative leadership, and I also congratulate Majority Leader Reid for pushing this through. The two bills are very similar, and the House is ready to go […]

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The Basics of Corporate Structure

Are you’re looking for some basic understanding of corporate organizations, sprinkled with some pro-business propaganda? I have a video for you. The Business Roundtable is an association of chief executive officers of leading U.S. companies.

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