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Form 3 Discussion Forum

Visit the Form 3 Discussion Forum at Forums.SecuritiesLaw.US - To post questions, discuss issues and interpretations about the preparation, filing, and interpretations of SEC Form 3

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The most popular finance and market stories on TheStreet.com
  • Stocks Fall on Global Manufacturing Data (2012/2/22)
    U.S. stocks are trading in negative territory Wednesday as investors weighed bleak manufacturing data from Europe and China against a strong reading on the U.S. housing market. Click to view a price quote on ^DJI .
  • 10 Bank Stocks Trading Below Book With Up To 85% Upside (Update 1) (2012/2/22)
    Despite the financial sector's strong year-to-date returns, these banks still trade below tangible book value, and analysts see a hefty payday down the line for investors. Click to view a price quote on BAC . Click to research the Banking industry.
  • 10 Emerging Market Stocks With Gains of Up to 64% in 2012 (Update 1) (2012/2/22)
    The group as a whole has generated double the returns of the S&P 500. Click to view a price quote on TTM . Click to research the Automotive industry.
  • Vivus: FDA Panel Live Blog (2012/2/22)
    TheStreet's biotech columnist Adam Feuerstein is providing live coverage of the FDA advisory panel reviewing Vivus' obesity pill Qnexa. Click to view a price quote on VVUS . Click to research the Drugs industry.
  • 10 Cities That Bent Over Backward For Big Projects (2012/2/22)
    Boston and the Bay Area are still being billed for big upgrades, but folks in Dimock, Pa., paid much more. Click to view a price quote on COG . Click to research the Energy industry.
  • 3 Stocks That Could Reach a $1 Trillion Market Cap (2012/2/22)
    Apple has the best chance at being the first to cross the $1 trillion market capitalization threshold. Click to view a price quote on PBR . Click to research the Energy industry.
  • 5 Ex-Dividend Stocks With Buy Ratings (2012/2/22)
    These stocks, which go ex-dividend Thursday, are rated buy at TheStreet Ratings . Click to view a price quote on GE . Click to research the Industrial industry.
  • 3 Things That Could Move Financial Stocks Today (2012/2/22)
    A new investigation into old overdraft fee practices could send bank shares down today. Click to view a price quote on BAC . Click to research the Banking industry.
  • Is the Time Right for Investors to Bolt Bank of America?: Poll (2012/2/22)
    It depends on where you fall on the debate over its valuations. Vote in our poll and let us know what you think. Click to view a price quote on BAC . Click to research the Banking industry.
  • Bank Bargains Below Book (2012/2/22)
    Phil van Doorn discusses bank stocks that are still trading below tangible book value, despite the financial sector's strong returns this year. Click to view a price quote on BAC . Click to research the Banking industry.
  • Stocks Mixed as Investors Eye Greek Rescue Package (2012/2/17)
    U.S. stocks were mixed Friday as investors digested greater confidence about a Greek bailout and varied national inflation reads. Click to view a price quote on ^DJI .
  • Gilead Suffers First Hep C Drug Setback (2012/2/17)
    Gilead's GS-7977 fails to cure hard-to-treat hepatitis C patients, showing the wonder drug has flaws. Click to view a price quote on GILD . Click to research the Drugs industry.
  • 15 Hot, Highly Rated Technology Stocks of 2012 (Update 1) (2012/2/17)
    These are proven gainers with a measure of safety. Click to view a price quote on INFA . Click to research the Computer Software & Services industry.
  • Wells Fargo Is a Less Risky Bank of America (2012/2/17)
    In contrast to Bank of America's recent downgrade parade, Sterne Agee analyst Todd Hagerman on Friday raised his earnings estimate and price target for Wells Fargo, saying investors could see "an upside earnings surprise in 2012." Click to view a price quote on BAC . Click to research the Banking industry.
  • General Electric's 'Cash Gusher' Will Lift Shares: Analyst (2012/2/17)
    The company's financial arm could pay $27 billion in dividends. Click to view a price quote on GE . Click to research the Industrial industry.

NYSE.com News Releases

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The latest news and publications from IOSCO
  • IOSCO consults on suitability requirements for complex financial products (2012/2/21)
    The Technical Committee of the International Organization of Securities Commission (IOSCO) has published a consultation report – Suitability Requirements with respect to the Distribution of Complex Financial Products (Suitability Requirements) – which sets out proposed principles relating to the customer protections, including suitability and disclosure obligations, which relate to the distribution by intermediaries of complex financial products to retail and non-retail customers. The report was prompted by concerns regarding the assessment of customer suitability in relation to the distribution of complex financial products arising out of and in connection with recent market turmoil. It also supports the call by the G20 for action to review business conduct rules.
  • IOSCO consults on Principles for Ongoing Disclosure for Asset Backed Securities (2012/2/20)
    The Technical Committee of the International Organization of Securities Commission (IOSCO) has published a consultation report – Principles for Ongoing Disclosure for Asset Backed Securities (ABS Ongoing Disclosure Principles) – containing principles designed to provide guidance to securities regulators who are developing or reviewing their regulatory regimes for ongoing disclosure for asset-backed securities (ABS). The objective of the ABS Ongoing Disclosure Principles is to enhance investor protection by facilitating a better understanding of the issues that should be considered by regulators in developing or reviewing their ongoing disclosure regimes for ABS. The ABS Ongoing Disclosure Principles were developed as a complement to the Disclosure Principles for Public Offerin ...
  • IOSCO consults on revised CIS Valuation Principles (2012/2/16)
    The Technical Committee of the International Organization of Securities Commissions (IOSCO) has published a consultation report on Principles for the Valuation of Collective Investment Schemes , setting out principles that can be used to assess the quality of regulation and industry practices concerning the valuation of collective investment schemes (CIS), thereby ensuring that investors are treated fairly.
  • David Wright appointed as new IOSCO Secretary General (2012/2/13)
    The International Organization of Securities Commissions (IOSCO) has today appointed David Wright as its new Secretary General. Mr. Wright will be responsible for leading the work of IOSCO’s General Secretariat in support of the work of the organisation, and it is expected he will take up his position in March 2012. Maria Helena Santana, Chairperson of the Executive Committee of IOSCO, said: “I am delighted to announce the appointment of David Wright as IOSCO’s new Secretary General. David comes to IOSCO with an extensive background in European and international regulatory and political policy through his various leading roles at the European Commission. “I believe that this experience will be an important asset in leading the General Secretariat’s work in he ...
  • IOSCO publishes principles on suspension of CIS redemptions (2012/1/19)
    The Technical Committee of the International Organization of Securities Commissions (IOSCO) has published its final report, Principles on Suspensions of Redemptions in Collective Investment Schemes , which contains principles regarding the suspension of redemptions for open-ended collective investment schemes (CIS). The principles reflect a common level of approach and provide standards against which both regulators and the industry can assess the quality of regulation and industry practices concerning suspensions of redemptions. Principles for Suspension of Redemptions of Collective Investment Schemes The principles, which are based on the CIS responsible entities’ basic duty to manage CIS liquidity on an on-going basis so as to avoid suspensions to the extent possible, generally c ...
  • IOSCO Secretary General to leave organisation in December 2011 (2011/10/24)
    IOSCO Secretary General to leave organisation in December 2011 The International Organization of Securities Commissions (IOSCO) announced that Greg Tanzer, its current Secretary General, will stand down as Secretary General at the end of December 2011 in order to take up an appointment as a Commissioner of the Australian Securities and Investments Commission (ASIC). Maria Helena Santana, Chairman of IOSCO’s Executive Committee, said: “I would like to express my appreciation for Greg’s service as Secretary General since 2008. During his term in office Greg has been instrumental in raising IOSCO's profile, refocusing its strategic direction, and leading a growing Secretariat. I warmly congratulate him on his new appointment.” Greg Tanzer, Secretary General, said: &ld ...
  • IOSCO Publishes Recommendations on Market Integrity (2011/10/20)
    IOSCO publishes recommendations on market integrity The Technical Committee of the International Organization of Securities Commissions (IOSCO) has published its Final Report on Regulatory Issues Raised by the Impact of Technological Changes on Market Integrity and Efficiency , containing Recommendations aimed at promoting market integrity and efficiency and to mitigate the risks posed to the financial system by the latest technological developments including high frequency and algorithmic trading.
  • IOSCO finalises principles to address dark liquidity (2011/5/20)
    IOSCO finalises principles to address dark liquidity The Technical Committee of the International Organization of Securities Commissions (IOSCO) has published a final report, Principles on Dark Liquidity , containing principles to assist securities markets authorities in dealing with issues concerning dark liquidity. The principles are designed to: · minimise the adverse impact of the increased use of dark pools and dark orders in transparent markets on the price discovery process by generally promoting pre-trade and post-trade transparency and encouraging the priority of transparent orders; · mitigate the effect of any potential fragmentation of information and liquidity by generally promoting pre-trade and post-trade transparency and consolidation of such information; &mid ...
  • Liechtenstein becomes newest IOSCO member (2011/4/20)
    IOSCO/MR/08/2011 Cape Town, 20 April 2011 Liechtenstein becomes newest IOSCO member The International Organization of Securities Commissions (IOSCO) has today welcomed the Financial Market Authority (FMA) of Liechtenstein as its newest member, following the approval of its application by IOSCO’s Presidents’ Committee, composed of the chairmen and chief executives of its member securities regulators. The FMA, in meeting the membership criteria, has shown that it complies with IOSCO’s Objectives and Principles of Securities Regulation and that the structure of its regulatory regime permits them to become signatories to Appendix A of the Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information .
  • IOSCO ready to face the challenges ahead (2011/4/20)
    IOSCO/MR/07/2011 Cape Town, 20 April 2011 IOSCO ready to face the challenges ahead The International Organization of Securities Commissions (IOSCO) opens its Annual Conference public sessions today focusing on the themes of securities regulators and systemic risk, the challenges of debt markets, international corporate governance and consumer education. The public conference comes at the conclusion of IOSCO’s private meetings which have resulted in this morning’s decision by the Presidents’ Committee to approve a new organisational structure and funding basis. This decision ensures that IOSCO, as the international standard setter for securities markets regulation: is structured and positioned to continue to provide the lead in the development of regulatory standards for ...
  • Masamichi Kono of Japan FSA to lead IOSCO’s Technical Committee (2011/4/19)
    Cape Town, 19 April 2011 Masamichi Kono of Japan FSA to lead IOSCO’s Technical Committee The International Organization of Securities Commissions (IOSCO) is pleased to announce the appointment of Mr. Masamichi Kono, as Chairman of IOSCO’s Technical Committee. Mr. Kono will take up his appointment at the close of the Annual Conference in Cape Town on Thursday 21 April and his term will run until 2012 when IOSCO will merge its constituent committees to form the IOSCO Board. Mr. Kono is the Vice Commissioner for International Affairs at the Financial Services Agency of Japan (JFSA), and has served as Vice-Chairman of the Technical Committee since 2010. Mr. Kono will replace Hans Hoogervorst as Chairman of the Technical Committee and will be succeeded as Vice-Chairman by Mr. Ferna ...
  • Maria Helena Santana of CVM Brazil to chair IOSCO’s Executive Committee (2011/4/18)
    IOSCO/MR/05/2011 Cape Town, 18 April 2011 Maria Helena Santana of CVM Brazil to chair IOSCO’s Executive Committee The International Organization of Securities Commissions (IOSCO) is pleased to announce the appointment of Maria Helena Santana as Chairman of IOSCO’s Executive Committee. Ms. Santa na will take up her appointment at the close of the Annual Conference in Cape Town on Thursday 21 April. Her term will run until 2012 when IOSCO will merge its constituent committees into the IOSCO Board.
  • Nine securities regulators to join IOSCO’s fight against cross border market misconduct (2011/4/18)
    Nine securities regulators to join IOSCO’s fight against cross border market misconduct The International Organization of Securities Commissions (IOSCO) has announced that nine further securities regulatory authorities have been invited to become full signatories of the IOSCO Multilateral Memorandum of Understanding concerning Consultation, Cooperation and the Exchange of Information (MMoU). They are Estonia, the Former Yugoslav Republic of Macedonia, the Ministry of Agriculture, Forestry and Fisheries of Japan, the Ministry of Economy, Trade and Industry of Japan, Liechtenstein, Pakistan, Sweden, Chinese Taipei and Tanzania.
  • CPSS-IOSCO principles for financial market infrastructures (2011/3/10)
    New and more demanding international standards for payment, clearing and settlement systems have today been issued for public consultation by the Committee on Payment and Settlement Systems (CPSS) and the Technical Committee of the International Organization of Securities Commissions (IOSCO). The new standards (called principles ) are designed to ensure that the essential infrastructure supporting global financial markets is even more robust and thus even better placed to withstand financial shocks than at present. They are set out in a consultative report Principles for financial market infrastructures which contains a single, comprehensive set of 24 principles designed to apply to all systemically important payment systems, central securities depositories, securities settlement systems, ...
  • IOSCO launches consultation on suspension of CIS redemptions (2011/3/8)
    IOSCO launches consultation on suspension of CIS redemptions The Technical Committee of the International Organization of Securities Commissions (IOSCO) has published a consultation report, Principles on Suspensions of Redemptions in Collective Investment Schemes , which analyses how different jurisdictions’ regulatory regimes address the suspension of redemptions by open-ended collective investment schemes (CIS) and proposes principles which provide general standards for how regulatory regimes should approach and oversee suspension of redemptions. Proposed Principles for Suspension of CIS Redemptions The principles generally cover all types of open-ended CIS which offer a continuous redemption right, and apply irrespective of whether they are offered to institutional or retail inve ...

Mutual Fund Directors Forum - MFDF Forum News Feed
  • Summary of New CFTC Rules Requiring Funds to Register as CPOs (2012/2/22)
    Recently, Morrison and Foerster issued a client alert discussing the new CFTC rules that will require most funds investing in commodity-related instruments to register with the CFTC. The client alert provides an excellent summary of the rules, including what activities will trigger registration and what that registration means for funds. It also discusses the CFTC's proposed regulatory harmonization rule that attempts to reconcile conflicting requirements imposed on funds and advisers forced to register with both the SEC and CFTC under the new rules.
  • House Financial Services Committee Passes Legislation on SEC Cost-Benefit Analysis (2012/2/21)
    On Wednesday, February 16 th , the House Financial Services Committee approved the "SEC Regulatory Accountability Act" introduced by Rep. Scott Garrett (NJ-R). The legislation would impose additional requirements on the SEC's cost-benefit analyses of rules and orders, including mandating that the SEC Chief Economist participate in the cost-benefit analysis process and require that the SEC consider specified factors during its analysis. The bill passed along party lines with 30 Republicans voting in favor of the legislation and 26 Democrats opposing it. Those that argue the bill is necessary point to a federal appeals court decision last year that overturned the SEC's proxy access rule because the agency failed to properly conduct a cost-benefit analysis. They also cite a report by the out ...
  • WSJ: Money-Fund Plan Gets Cold Shoulder (2012/2/17)
    Yesterday, a Wall Street Journal article discussed individual investor concerns over the "holdback" proposal being considered by the SEC. Under this proposal, investors who wish to sell all of their holdings in a money market fund would only be able to receive 97% or 95% of their money immediately. The remaining would be returned to them after 30 days. The article cites a recent Fidelity survey of individual-investor customers that found that 23% said they would stop using money market funds if 3% of their investment were held back for 30 days. The SEC proposal being floated by the SEC also contains other changes to money market fund regulations, including requiring a floating NAV and subjecting the funds to capital requirements. Industry experts warn that funds are still struggling in a ...
  • IM Director on Fund Asset Coverage and Leverage Limits (2012/2/16)
    Eileen Rominger, the Director of the SEC Division of Investment Management, stated in a recent speech that the Division is closely examining whether funds should be allowed to essentially set their own asset coverage and leverage limits in using derivatives. This concept was suggested by several comment letters submitted in response to the SEC's concept release on derivatives issued last August. She stated that in analyzing the proposal the Division is considering several questions, including whether fund directors and CCOs are in a position to guard against abuses in this area and, if so, what tools they have at their disposal to do so. Although Ms. Rominger did not say when the SEC may take any formal action with respect to derivative use, she stressed the SEC's ongoing efforts to monit ...
  • House Financial Services Committee to Consider Legislation on SEC Cost-Benefit Analysis (2012/2/15)
    On Thursday, February 16 th , the House Financial Services Committee will mark-up the "SEC Regulatory Accountability Act" introduced by Rep. Scott Garrett (NJ-R). The legislation would impose additional requirements on the SEC's cost-benefit analyses of rules and orders, including mandating that the SEC Office of the Chief Economist participate in the cost-benefit analysis process and specifying eleven new factors for the SEC to consider during its analysis. Last fall, SEC Chairman Mary Schapiro testified that the requirements under the bill were extensive and onerous. In addition, she raised concerns that requiring cost-benefit analyses for orders could have detrimental effects including delaying enforcement orders, exemptive orders and orders accelerating registration statements. The SE ...
  • CFTC Agrees with Forum that Directors Should Not be Required to Register as CPOs (2012/2/14)
    The Commodity Futures Trading Commission (CFTC) has issued a rule that requires most funds investing in commodity-related instruments to register with the CFTC. As such, these funds will be subject to dual registration requirements by the CFTC and SEC. Because the regulatory regimes of the CFTC and SEC directly conflict, the CFTC has also proposed amendments to its regulations regarding requirements applicable to registered investment companies that will be subject to registration with the CFTC. In its comment letter on the proposed rule, the Forum had been particularly concerned that the proposal could force fund directors to be designated as "commodity pool operators." This would potentially expand director liability and subject directors to additional obligations, including passing a r ...
  • SEC Seeks Public Comment on Investor Disclosure Issues (2012/2/13)
    As part of a review mandated by the Dodd-Frank Act, the SEC has requested public comment on financial literacy and investor disclosure issues, including issues affecting mutual funds. The public comments will supplement the SEC's own qualitative and quantitative research which includes investor testing. The SEC is seeking comment on: methods to improve the timing, content and format of disclosures to investors regarding financial intermediaries, investment products and investment services; information that retail investors need to make informed financial decisions before engaging a financial intermediary or purchasing investor products or services typically sold to retail investors, including mutual funds; and how to make expenses and conflicts of interest more transparent to investors, i ...
  • Controversial PCAOB Appointment (2012/2/10)
    In an unusual split decision, the SEC named Jeanette M. Franzel to be a member of the Public Company Accounting Oversight Board (PCAOB) on February 3rd. After the appointment, Commissioner Luis Aguilar issued a dissent . He stated that the SEC failed to meet its legal obligation to appoint an individual with "a demonstrated commitment to the interests of investors" because she has no record of investor advocacy. In announcing Ms. Franzel's appointment, SEC Chairman Mary Schapiro stated that "Jeanette's commitment to the public trust and America's investors is demonstrated by her life-long public service and her constant dedication to increasing accountability, audit quality and audit standards." Ms. Franzel is currently a Managing Director of the U.S. Government Accountability Office (GAO ...
  • CFTC Requires Funds to Register as Commodity Pool Operators (2012/2/9)
    Today, the CFTC announced that they have adopted a final rule requiring funds that invest more than a de minimus amount in commodities to register as commodity pool operators ("CPOs"). According to CFTC Chairman Gary Gensler, this will "reinstate the regulatory requirements in place prior to 2003 for registered investment companies." Notably, citing the comment letter submitted by the Mutual Fund Directors Forum, the final rule release specifically states that fund directors do not have to register as CPOs. This is significant because registering as a CPO carries numerous obligations and responsibilities, as well as additional liability risk. In relevant part, the release stated: The Commission agrees that the investment adviser is the most logical entity to serve as the registered invest ...
  • Money Market Fund Proposal May Be Imminent (2012/2/8)
    The SEC staff is reportedly set to propose several extensive changes to money market fund regulations. The proposal would require money market funds to float their NAV and have a capital buffer, attained by a corporate cash injection (likely from the fund's sponsor), issuing stock or debt securities, or collecting more money from shareholders. The proposal would also implement a so-called "liquidity fee" on investors who are trying to sell all their shares at once-such investors would only receive 95% of their money back immediately, with the remaining 5% returned to them 30 days later. The proposal is strongly opposed by the industry and comes at a time when money market funds are struggling in a low-interest rate environment. In recent years, firms have waived fees in an effort to keep ...
  • Upcoming Webinar: Board Considerations for Oversight of Active ETFs (2012/2/7)
    On Wednesday, February 8 th , the Mutual Fund Directors Forum will host a webinar titled "Board Considerations for Oversight of Active ETFs." As the SEC moves closer to approving some of the many pending applications for actively managed ETFs, fund directors need to look forward to anticipate the governance challenges that an actively managed ETF might pose for the fund board. Bruce Rosenblum, a partner with K&L Gates, will discuss considerations for fund boards that may in the near future have additional oversight responsibilities in this area. This event is open to all mutual fund industry professionals. For more information or to register, please click here .
  • Senate Passes Insider Trading Bill for Members of Congress (2012/2/6)
    Last Thursday, the Senate overwhelmingly (93-7) passed a bill that would prohibit lawmakers and staff from trading on non-public information obtained from private congressional briefings. Whether legislators and staff are already subject to bans on trading non-public information is a matter of debate. Robert Khuzami, Director of the SEC's Division of Enforcement, testified late last year that insider trading laws do apply to Congressmen, but also noted that the situation is "without direct precedent and may present some unique issues." For example, to be guilty of insider trading there must be a breach for duty (such as the duty a corporate insider has to shareholders). For Members of Congress, the question of whether and to whom a duty exists is more novel. In other contexts, courts have ...
  • Dodd-Frank Progress Report (2012/2/3)
    Davis Polk recently released a Dodd-Frank Progress Report . The report provides several useful charts detailing the status of required rulemakings under the Dodd-Frank Act. In summary: As of February 1, 2012, a total of 225 Dodd-Frank rulemaking requirement deadlines have passed. Of these 225 passed deadlines, 164 (72.9%) have been missed and 61 (27.1%) have been met with finalized rules. Major rulemaking activity in January 2012 included CFTC final rules on business conduct standards and registration of swap dealers and major swap participants. The GAO published seven studies in January 2012.
  • SEC Inspector General Criticizes Cost-Benefit Analysis (2012/2/2)
    On his final day with the SEC, outgoing Inspector General David Kotz issued a report criticizing the SEC for its cost-benefit analyses of Dodd-Frank rules. Specifically, the report found that the extent of the quantitative discussion of cost-benefit analyses varied among rulemakings, the SEC sometimes used multiple inconsistent baselines in its cost-benefit analyses, and rulemakings lacked clear, explicit explanations of the justification for regulatory action. The report also stated that "the SEC may not be fulfilling the essential purposes of such analyses-providing a full picture of whether the benefits of a regulatory action are likely to justify its costs and discovering which regulatory alternatives would be most cost-effective." The report made several recommendations to improve co ...
  • Federated Willing to Legally Challenge Money Market Fund Proposals (2012/2/1)
    According to a Bloomberg article , Federated is willing to use legal action to block money market fund regulation changes proposed by the SEC. In a conference call with analysts last Friday, the CEO of Federated, Christopher Donahue, stated that Federated would challenge proposals by the SEC to either (1) float the NAV or (2) require a capital buffer with a 30-day holdback of 3% of any client withdrawal. The article noted that the SEC is expected to make these proposals by the end of March. According to Bloomberg, Donahue would take legal action under the Administrative Procedures Act, claiming the SEC had not done sufficient analysis of the rules' impact.


Recent Form 3 Articles and News
Welcome to Form3.Info Posted by DigitalDominion (2009/1/14)
Welcome to Form3.Info - the new "Web 2.0" website providing a legal and business resource for SEC Form 3 "Initial Statement of Beneficial Ownership Of Securities" via the Digital Dominion Network's Law and Business Network. This website is primarily focused upon serving legal, securities, and business professionals with an interest in SEC Form 3." The Digital Dominion Law and Business Network provides primarily user generated content contributed by readers or reprinted from public domain sources. Each website of the Digital Dominion Law and Business Network is a "Web 2.0" website which provide multiple opportunities for user contribution, discussion, and sharing on featured topics. Watch this site and other websites of the Digital Dominion Network as we roll out new features. Register as a user and take advantage of the opportunity we offer to promote your business, share information, news and announcements of your group or organization, interact with fellow professionals or businesses who share your interest in Form 3 via the internet, and keep abreast of current developments.

The first step to use our features and the features of other member websites of the Digital Dominion Law and Business Network is to register as a user on our site. Then, as you explore Form3.Info let us know what feature or news you want to share. Upon verification, we can give you privileges to input and post your news instantly.

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Form3.Info is what is known as a "Web 2.0" website - i.e. a feature that is composed of contributions by those who view and participate in the site. Anyone can participate. In order to post, you must be a registered user of the website. Posting is subject to our Terms of Use as linked from the bottom of our Home Page. By posting, you adopt and agree to our Terms of Use and News and policies applicable to various features as a binding legal agreement. These include (i) a representation by you that the post is accurate, does not contain any copyright content of any third party unless you have the right to post it, (ii) a prohibition against any posting that is slanderous, illegal, containing "hate" material," (material expressing racial, religious, sexual orientation or other bigotry) or known to you to be untrue, (iii) a representation by you that if posting on behalf of an organization or other person, that you have the right to make such posting, (iv) an acknowledgement by you are aware that the information provided on this website is general and nature and does not take into account any facts or circumstances that may be unique to your personal situation or circumstances, (v) an acknowledgement and agreement by you that no duty of confidentiality arises or exist with respect to any information submitted to Form3.Info or any other website in the Digital Dominion Law and Business Network whether by E-mail, posting, or otherwise, and (vi) an acknowledgement and agreement by you that to the extent that by use of this website or any other website in the Digital Dominion Law and Business Network, you engage in a communicative dialogue with any licensed professional attorney, accountant, financial advisor or otherwise, no client relationship of any kind or nature shall arise or exists and no such professional who post information or otherwise responds to you through or by means of Form3.Info or any other website in the Digital Dominion Law and Business Network shall have any obligation, duty or liability to you whatsoever unless you and such professional enter into a separate agreement. Violators of our Terms of Use are subject to loss of posting and/or website access privileges. If you observe any posting which violates our Terms of Use, please notify us via our contact link (on the Home Page) and report the abuse and we will endeavor to promptly investigate and remove if appropriate.
  • [2009/7/10] 211.03
    Section 211. Rule 16a-3 – Reporting Transactions and Holdings

    211.03 One public company will acquire another public company. After the merger, the acquiring company will shut down the Web site of the acquired company. Under Rule 16a-3(k), any issuer that maintains a Web site is required to post Section 16 forms on its Web site. Because the acquired company will no longer exist, and its Web site will be shut down, the staff would not object if the acquiring company stopped posting...
  • [2009/7/10] 211.02
    Section 211. Rule 16a-3 – Reporting Transactions and Holdings

    211.02 Any issuer that maintains a corporate Web site must post on that Web site by the end of the business day after filing any Form 3, 4 or 5 under Section 16(a) as to the equity securities of that issuer, and must keep each such form accessible on that website for at least a 12-month period in accordance with Section 16(a)(4)(C) and Rule 16a-3(k). In a bank holding company, the bank subsidiary maintains a corporate...
  • [2009/7/10] 209.02
    Section 209. Rule 16a-1 – Definition of Terms

    209.02 Following a company's buy-back of its stock, a person who previously owned less than 10 percent of the company's stock may own more than 10 percent of the stock without having purchased additional shares. If, before the buy-back, the person is aware that the buy-back will occur and will have this result on his or her holdings, the person should file a Form 3 within 10 days after the buy-back. If the person does not have advance...
  • [2009/7/10] 202.01
    Section 202. Section 16(a)
    202.01 In connection with a bank holding company formation, in which jurisdiction over a Section 12(g) entity passes from a banking agency to the Commission, officers, directors and more than 10 percent shareholders are not required to file either a Form 3 or Form 4 with the Commission to reflect the transaction establishing the holding company. However, in the interest of ownership reporting continuity, the next filing on Form 4 or Form 5 by an insider...
  • [2009/7/10] Question 133.05

    Question: Do all officers and directors need filing codes?



    Answer: Yes. Each officer, director and more than 10 percent shareholder will need his/her own CIK, CCC and Password codes. The codes are needed whether the insider is filing as an individual or as part of a group. It is very important to use the insider's CIK rather than, for example, the issuer's CIK, so that users can readily identify the insider filing the form (if the wrong CIK has been used, file...

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