August 7, 2009
Proskauer on Pay to Play
On August 3, 2009, the SEC proposed for comment a new rule under the Investment Advisers Act designed to address alleged “pay to play” practices by investment advisers when seeking to manage assets of government entities.
If adopted in its current form, the new Rule would prohibit investment advisers from
- providing advisory services to a government entity for compensation for two years after the adviser or certain of its associates make a contribution to a government official who can influence the entity’s selection of investment advisers.
- making any payment to a third party to solicit investment advisory business from a government entity.
The proposed Rule will affect virtually all private investment fund managers. It takes aim at alleged “pay to play” abuses in New York and New Mexico and is intended to address policy concerns that such payments (i) can harm government pension plan beneficiaries who may receive inferior services for higher fees and (ii) can create an uneven playing field for advisers that cannot or will not make the same payments.
take a break.
August 4, 2009
I'll be traveling in Asia for the next couple of weeks and posting only sporadically. In the meantime, here's some in-flight entertainment.
August 3, 2009
BAC Settles with SEC Over Merrill Bonuses
Bank of America settled with the SEC over charges that it had made inadequate disclosures to its shareholders in connection with its acquisition of Merrill Lynch. The SEC charged that BAC misled investors about billions of dollars in bonuses that were paid to Merrill Lynch executives just prior to the closing of the acquisition. In proxy materials, BAC stated that Merrill had agreed that it would not pay year-end bonuses to its executives prior to the closing of the merger without Bank of America's consent. It turns out that BAC had already contractually authorized Merrill to pay up to $5.8 billion in discretionary bonuses to Merrill executives for 2008. BAC agreed to settle the SEC's charges and pay a penalty of $33 million. The SEC's complaint is here
China's Premerger Review Statistics
On July 21, 2009, the Antimonopoly Bureau of China's Ministry of Commerce (MOFCOM) released statistics on their premerger approval work. The Gerson Lerhman Group has an English language summary with links to the Chinese report is available here.
Since August 2008 when China's Antimonopoly Law (AML) took effect and through the end of 2009, MOCFOM received 58 merger filings, among them the review of 46 cases had been completed. MOFCOM approved 43 cases without conditions, approved 2 cases with conditions, and rejected 1 case. Pursuant to Article 30 of the AML, MOFCOM had published earlier its decisions on the three cases that were either rejected or approved with conditions. These decisions provide a peek into MOFCOM's thinking in reviewing mergers and acquisitions that might cause anticompetitive concerns in China.
While we're on the topic of China's AML, here's a recent article in China Law Vision on the extraterritoriality of China's AML. The author suggests that the AML would not reach the Rio Tinto - BHP Biliton transaction.
August 2, 2009
Help Wanted - Business Law Prof (Great White North Edition)
College of Law
Tenure Track Faculty Positions
The College of Law at the University of Saskatchewan seeks candidates for up to three tenure-track positions beginning 1 July 2010. We anticipate that these appointments will be at the rank of Assistant or Associate Professor. Applications will be considered beginning September 2009.
The College is particularly interested in candidates with an interest and expertise in Property Law, Business Law or Taxation Law.
Candidates will have completed, or be in the process of completing, a Master's or Doctoral degree in law or equivalent graduate qualification, and have demonstrated promise in legal scholarship. All qualified candidates are encouraged to apply, but Canadians and permanent residents will be given priority.
ABOUT THE COLLEGE:
The College of Law has recently undergone a period of renewal and expansion. Its full-time faculty complement is 29, and two endowed visiting chairs bring distinguished scholars from around the world. In addition, the College is affiliated with the Native Law Centre, and offers an LL.M. degree which attracts promising young researchers. Each year, the College actively pursues internationally recognized scholars to present seminars on a wide array of issues, and hosts at least one international conference.
More information on the College and on its strategic direction for the coming years can be found at:
A letter of application, curriculum vitae, sample of academic writing, academic transcripts and letters from three academic referees, should be sent to:
CONTACT: Dean W. Brent Cotter
Q.C., College of Law
15 Campus Drive
Saskatoon, Saskatchewan S7N 5A6
Tel: (306) 966-5910
Fax: (306) 966-5900
The University of Saskatchewan is committed to Employment Equity. Members of Designated Groups (women, aboriginal people, people with disabilities and visible minorities) are encouraged to self-identify on their applications. Self-identification forms are available from Human Resources Division or at: