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The Future of Investment Company Governance
In the wake of the market timing and late trading scandals in the investment company industry, the Securities and Exchange Commission (SEC or “Commission”) recently adopted rules and rule amendments designed to enhance the governance practices of registered investment companies (“funds”). In an effort to protect shareholders and reduce conflicts of interest between fund boards and fund investment advisers, the SEC has adopted rules that, among other things, proscribe the composition of and processes for fund boards, increase the required disclosure regarding approval of investment advisory contracts and create the position of fund chief compliance officer (CCO) who reports to the board. This article addresses the responsibilities fund boards will face in the wake of these new rules.
Investment Company Governance
The SEC recently adopted rules, in a rare 3-2 vote, that will require funds to adopt certain governance practices if they intend to rely on a number of important exemptive rules under the Investment Company Act of 1940, as amended (“1940 Act”), including Rule 12b-1 and Rule 18f-3, among others. [As of press time, the SEC had not published the final governance rule release. This article is based on the SEC's press release regarding the adoption of the rules and the proposing release.] In statements at the SEC's open meeting, Commissioners Glassman and Atkins cited, as support for their votes against the proposal, their concern that the SEC lacked sufficient empirical evidence, suggesting that some aspects of the proposal would result in better fund governance or combat recent problems in the fund industry. Additionally, at a conference sponsored by the Securities Industry Association soon after the approval vote, Commissioner Atkins noted that the Commission's approval of governance changes for funds marked “the first time that the federal government has described in such detail a corporate governance model for such a large number of companies.” (Horowitz J: SEC Commissioner Atkins Slams New Fund Governance Rule, The Wall Street Journal Online, June 24, 2004).
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?