Goodwin Procter’s M&A/Corporate Governance Practice has issued a Client Alert that examines the recent SEC rule changes designed to facilitate shareholder nomination of directors and their immediate implications for public companies.  The Client Alert is available here.

Goodwin Procter issued a Client Alert discussing proposed legislation anticipated to be enacted shortly that would affect the treatment of “carried interest” incentive allocations received by sponsors of investment funds organized as partnerships and LLCs.  Under the legislation, 50% of such allocations would be treated as ordinary income (rather than capital gain as is generally the case under current law) through 2012, with 75% of such allocations treated as ordinary income thereafter.

Goodwin Procter’s Private Investment Funds and Hedge Funds Practices issued a Client Alert discussing the private equity adviser and venture capital adviser exemptions included in the private adviser registration component of the discussion draft of Senator Dodd’s Restoring American Financial Stability Act of 2009. The Client Alert contrasts the Dodd bill’s proposed exemptions with those included in legislation proposed by the Obama Administration and legislation approved by the House Financial Services Committee, in addition to discussing other aspects of the Dodd bill.

Goodwin Procter issued a Client Alert discussing provisions of the recently enacted Worker, Homeownership, and Business Assistance Act of 2009,  under which taxpayers may elect to carry back net operating losses arising in a 2008 or 2009 tax year for up to 5 years.

Goodwin Procter has issued a Client Alert analyzing separate bills approved by the House Financial Services Committee and the House Agriculture Committee, each of which would create a new regulatory regime for derivatives trading.  The Client Alert also compares these bills to the U.S. Treasury’s proposed OTC derivatives legislation issued in August 2009 (discussed in Goodwin Procter’s August 27, 2009 Client Alert).

Goodwin Procter’s Private Investment Funds Practice issued a Client Alert discussing recent draft legislation that is nearly identical to proposed private fund adviser registration legislation released by the Obama administration in July (see the July 21, 2009 Alert), except that the more recent legislation would exempt any adviser to a “venture capital fund” from its registration requirements.

Goodwin Procter’s Financial Restructuring, Hedge Funds and Financial Services practices have issued a Client Alert discussing the decision by U.S. Bankruptcy Judge James Peck ordering Metavante Corporation, a counterparty to Lehman Brothers Special Financing in an interest rate swap transaction, to perform its obligations to pay quarterly fixed amounts owing under the transaction, notwithstanding the “bankruptcy default” of LBSF and its parent.

Goodwin Procter issued a Client Alert discussing proposed legislation regulating the over the counter (OTC) derivatives markets submitted by the Obama Administration to Congress.  The proposed legislation follows up on the recommendations regarding OTC derivatives markets regulation outlined in the Treasury’s white paper on financial regulatory reform issued in June 2009, as discussed in the June 23, 2009 Alert.

Goodwin Procter issued a Client Alert discussing the SEC’s recent action making Rule 204 of Regulation SHO permanent, eliminating Form SH filing obligations for institutional investment managers and announcing plans to make short sale transactions and volume information publicly available through SRO websites.

Goodwin Procter has issued a Client Alert that discusses the enactment in Massachusetts of the Uniform Prudent Management of Institutional Funds Act, which (a) modernizes the rules governing expenditures from endowment funds, (b) adopts more explicit standards for the prudent management and investment of charitable funds, (c) permits delegation of the management and investment of charitable funds to external agents and (d) makes it easier to obtain release or modification of restrictions on charitable gifts.

Goodwin Procter has prepared a Client Alert discussing the provisions of a bill introduced in the U.S. Senate that is designed to require unregistered funds that rely on Sections 3(c)(1) or 3(c)(7) under the Investment Company Act of 1940, as amended, and those funds’ advisers, to register with the SEC. The Client Alert is available on the Goodwin Procter website at Client Alert. For more information click here.

The FDIC issued Financial Institution Letter 01-2009, which states that state nonmember banks should implement a process to monitor their use of capital injections, liquidity support and financing guarantees obtained through the recent financial stability programs established by the Treasury, the FDIC and the FRB. The monitoring processes should help to determine how participation in these federal programs has assisted such institutions in supporting prudent lending or supporting efforts to work with existing borrowers to avoid unnecessary foreclosures. The FDIC encouraged institutions to include a summary of this information in shareholder and public reports, annual reports and financial statements. State nonmember banks should also describe their utilization of federal funding during bank examinations. For more information click here.

As first discussed in the October 21, 2008 Alert, the FRB-NY created a money market investor funding facility (the “MMIFF”) to provide senior secured funding to a series of special purpose vehicles (the “SPVs”) to finance until April 30, 2009 the purchase of certain instruments from registered money market funds (i.e., mutual funds that comply with Rule 2a-7 under the Investment Company Act of 1940 (the “1940 Act”)). The FRB-NY recently announced two changes to the MMIFF that became effective January 7, 2009. For more information click here.