Securities Law and Corporate Law at Olshan Law

Securities Law and Corporate Law

Securities Law

Date	Subject
May 2012	JOBS Act Fundamentals by Kenneth M. Silverman, Michael R. Neidell, Jonathan H. Deblinger and Ryan S. Replogle.
March 2012	SEC Staff Issues Risk Alert on Strengthening Practices for Preventing and Detecting Unauthorized Trading by Steve Wolosky, Ron S. Berenblat and Ryan S. Replogle.
March 2012	SEC Amends Rule That Permits Registered Investment Advisers to Charge "Qualified Clients" Performance Based Compensation by Kenneth M. Silverman and Ryan S. Replogle.
Winter 2011	Winter 2011, Quarterly Survey of SEC Rulemaking and Major Appellate Decisions, by Victor M. Rosenzweig. [Archives contain prior surveys]
December 2011	SEC Amends $1 Million Net Worth Standard for Accredited Investors in Accordance with the Dodd-Frank Act, by Kenneth M. Silverman and Ryan S. Replogle.
February 2011	SEC Adopts Final "Say-On-Pay" Rules by Ron S. Berenblat and Kenneth M. Silverman.
November 2010	"The Dodd-Frank Wall Street Reform and Consumer Protection Act — An Overview of the Impact on Public Companies" by Kenneth M. Silverman and Michael D. DeDonato.
September 2010	The Dodd-Frank Act: Overview of Impact on Public Companies by Robert H. Friedman, Jeffrey S. Spindler and Adam W. Finerman.
September 2010	The Dodd-Frank Act: Registration Requirements for Private Fund Advisers by Robert H. Friedman, Jeffrey S. Spindler and Adam W. Finerman.
August 2010	Retroactive Amendment to Clarify NY Power of Attorney Law, by Robert H. Friedman and Kenneth M. Silverman
August 2010	NYSE to Prohibit Broker Discretionary Voting on Executive Compensation Matters by Steve Wolosky, Kenneth M. Silverman, Michael R. Neidell and Ron S. Berenblat.
August 2010	SEC Seeks Public Comment on Proxy System by Steve Wolosky, Kenneth M. Silverman, Kenneth A. Schlesinger and Ron S. Berenblat.
January 2010	The Activist's Toolkit by Steve Wolosky and Andrew M. Freedman.
January 2010	SEC Approves Rules Requiring Enhanced Disclosure About Risk, Compensation and Corporate Governance by Steve Wolosky, Kenneth M. Silverman and Ron S. Berenblat.
November 2009	NASDAQ Amends Rules Regarding Advance Notice of Material Information, by Adam W. Finerman and Kenneth M. Silverman.
October 2009	Recent Changes to New York Power of Attorney Law Could Have Unintended Consequences, by Robert H. Friedman and Kenneth M. Silverman.
August 2009	IRS Further Extends FBAR Filing Deadline For Certain Persons Until June 30, 2010, by Warren R. Gleicher and Victor M. Rosenzweig.
August 2009	Weekly Reporting of Short Sale Activity on Form SH No Longer Required Temporary Rule Addressing Abusive "Naked" Short Selling Now Permanent, by Steve Wolosky, Kenneth M. Silverman and Ron S. Berenblat.
July 2009	SEC Proposes Amendments to Proxy Disclosure and Solicitation Rules, by Steve Wolosky, Kenneth M. Silverman and Ron S. Berenblat.
July 2009	Elimination of Broker Discretionary Voting in Director Elections, by Steve Wolosky and Adam W. Finerman.
June 2009	Foreign Bank and Financial Account Reports Due by June 30, 2009 and IRS Extends FBAR Filing Deadline For Certain Taxpayers From June 30, 2009 to September 23, 2009 by Warren R. Gleicher and Victor M. Rosenzweig.
May 2009	SEC Proposes New Shareholder Proxy Access Rules, by Steve Wolosky, Adam W. Finerman, Kenneth M. Silverman and Ron S. Berenblat.
May 2009	Delaware Amends Its General Corporation Law, by Steve Wolosky, Adam W. Finerman, Kenneth M. Silverman and Ron S. Berenblat.
February 2009	Hedge Fund Transparency Act Would Require Hedge Funds and Other Private Funds to Register with the SEC in Order to Remain Exempt from Regulation as Investment Companies by Steve Wolosky, Adam W. Finerman and Ron Berenblat.
October 21, 2008	SEC Issues Final Rule Requiring Institutional Investment Managers to File Forms SH Disclosing Daily Short Sales and Short Positions until August 1, 2009, by Steve Wolosky, Kenneth M. Silverman and Ron Berenblat.
September 2008	A Brief Guide to Japanese Proxy Solicitations, by Steve Wolosky and Kenneth M. Silverman.
September 29, 2008	Federal Reserve Issues Policy Statement Relaxing Longstanding Rules Regarding Minority Shareholder Investments in Banks — Permits a Minority Investor to Have a Single Representative on the Board of Directors of a Banking Organization, by Steve Wolosky, Adam W. Finerman and Andrew M. Freedman.
September 22, 2008	SEC Issues Temporary Emergency Orders Prohibiting Short Selling of Financial Stocks and Requiring Institutional Investment Managers to File New Forms SH Disclosing Daily Short Sales and Short Positions, by Kenneth M. Silverman and Ron Berenblat.
July 30, 2008	Delaware Supreme Court Determines Stockholder-Proposed Bylaw Relating to Proxy Expense Reimbursement to be Invalid, by Steve Wolosky, Adam W. Finerman, Ron Berenblat and Ryan S. Replogle.
July 3, 2008	SEC Provides Guidance on Aggregate Reporting of Multiple Same-Day, Same-Way Open Market Transactions on Section 16 Filings, by Kenneth M. Silverman, Kenneth Schlesinger and Ron Berenblat.
June 20, 2008	Use of Swaps by Hedge Funds May Accelerate Section 13(d) Filing Obligations Following U.S. District Court (S.D.N.Y.) Decision, by Steve Wolosky, Ken Silverman, Ron Berenblat and Jason Soncini.
January 2008	Revisions to Eligibility Requirements for Primary Securities Offerings on Forms S-3 and F-3, by Amanda S. Lamson.
October 2006	New SEC Rules Relating to Executive Compensation Disclosure, by Jason Saltsberg.
January 2006	Third Circuit Opens the Door to Breach of Fiduciary Duty Claims, by Thomas J. Fleming and Adam H. Friedman.

Memoranda To Clients and Friends
The Sarbanes-Oxley Act of 2002 on Corporate Accounting Reform and Investor Protection, was enacted July 30, 2002 (the "Act"). The Act was passed in response to calls for more strict and comprehensive regulation concerning corporate governance and responsibility and includes provisions relating to enhanced financial disclosure, corporate fraud and auditor independence and establishes an accounting oversight board. Many sections of the Act prescribe or will necessitate rulemaking by the Securities and Exchange Commission (the "SEC"). Please click on the hyperlinks below to access the various Olshan Grundman Frome Rosenzweig & Wolosky LLP memoranda relating to the Act and subsequent rulemaking by the SEC.

Date	Subject
October 2006	New SEC Rules Relating to Executive Compensation Disclosure
December 2005	Securities Offering Reforms-Amendments to the Securities Act and the Exchange Act
September 28, 2005	New SEC Rules Relating to Shell Companies
April 27, 2004	Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date
August 1, 2003	Adoption of Updated EDGAR Filer Manual
August 1, 2003	Management's Reports on Internal Controls Over Financial
June 18, 2003	Implementation of Standards of Professional Conduct for Attorneys
June 10, 2003	Improper Influence on Conduct of Audits
May 29, 2003	Mandated Electronic Filing and Website Posting for Forms 3, 4, and 5
May 6, 2003	Strengthening the Commission's Requirements Regarding Auditor Independence
May 6, 2003	Disclosure in Management's Discussion and Analysis about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
April 30, 2003	Regulation Analyst Certification
April 21, 2003	Standards Related to Listed Company Audit Committees
March 19, 2003	Retention of Records Relevant to Audits and Reviews
February 27, 2003	Section 16 Reporting Requirements as Amended by the Sarbanes-Oxley Act
February 22, 2003	Insider Trades During Pension Fund Blackout Periods
February 5, 2003	Conditions for Use of Non-GAAP Financial Measures
February 5, 2003	Disclosure Required by Sections 406 & 407 of the Sarbanes-Oxley Act of 2002
August 23, 2002	Ownership Reports and Trading by Officers, Directors and Principal Security Holders
August 6, 2002	Summary of The Sarbanes-Oxley Act of 2002