Fee Rate Advisory #1 for Fiscal Year 2011
The Securities and Exchange Commission today announced that in fiscal year 2011 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $116.10 per million dollars. In addition, the fees applicable to most securities transactions will be fixed at $19.20 per million dollars.
The Commission determined these new rates in accordance with the procedures required under the Investor and Capital Markets Fee Relief Act. Accordingly, the Commission consulted with both the Congressional Budget Office and the Office of Management and Budget regarding the annual adjustment. These adjustments do not affect the amount of funding available to the Commission.
A copy of the Commission's order, including the calculation methodology, is available at http://www.sec.gov/rules/other/2010/33-9122.pdf
The Investor and Capital Markets Fee Relief Act requires that the Commission make annual adjustments to the rates for fees paid under Section 6(b) of the Securities Act of 1933 and Sections 13(e), 14(g), and 31 of the Securities Exchange Act of 1934.
Specifically, the Commission must set rates for the fees paid under Section 6(b) of the Securities Act of 1933 and Section 31 of the Securities Exchange Act of 1934 to levels that the Commission projects will generate collections equal to annual targets specified in the Act. The targets in the Fee Relief Act for fiscal year 2011 are as follows:
(Figures in millions) - FY 2011
Statutory Collections Targets for Fees Under Section 31 of the Securities Exchange Act of 1934 - $1,321
Effective Oct. 1, 2010, or five days after the date on which the Commission receives its fiscal year 2011 regular appropriation, whichever date comes later, the Section 6(b) fee rate applicable to the registration of securities, the Section 13(e) fee rate applicable to the repurchase of securities, and the Section 14(g) fee rates applicable to proxy solicitations and statements in corporate control transactions will increase from $71.30 per million dollars to $116.10 per million dollars. The Section 6(b) rate is also the rate used to calculate the fees payable with the Annual Notice of Securities Sold Pursuant to Rule 24f-2 under the Investment Company Act of 1940.
In addition, effective Oct. 1, 2010, or 30 days after the date on which the Commission receives its fiscal year 2011 regular appropriation, whichever date comes later, the Section 31 fee rate applicable to securities transactions on the exchanges and certain over-the-counter markets will increase from $16.90 per million dollars to $19.20 per million dollars. The assessment on security futures transactions under Section 31(d) will remain unchanged at $0.0042 for each round turn transaction.
The Office of Interpretation and Guidance in the SEC's Division of Trading and Markets is available for questions on Section 31 at (202) 551-5777 or firstname.lastname@example.org.
The Commission will issue further notices as appropriate to keep the public informed of developments relating to the effective dates of the fee rates under Section 6(b), Section 13(e), Section 14(g), and Section 31. These notices will be posted on the SEC website at www.sec.gov. (Press Rel. 2010-66)
SEC Announces $113.5 Million Distribution in Royal Dutch Shell Fair Fund
The Securities and Exchange Commission today announced the start of an approximately $113.5 million Fair Fund distribution resulting from the settlement of a previous SEC enforcement action against Royal Dutch Petroleum Company and The "Shell" Transport and Trading Company, PLC.
The Fair Fund was created after Shell agreed to pay penalties and disgorgement to settle SEC charges that Shell misstated its proved oil and gas reserves. The Fair Fund distribution will continue over the next month and ultimately return money to more than 84,000 investors in the U.S. and 56 other countries.
The U.S. District Court for the Southern District of Texas, Houston Division, approved the Fair Fund distribution plan earlier this week. The Fair Fund made an interim distribution of approximately $4.2 million in June 2009 to more than 83,000 investors worldwide holding relatively small claims.
The SEC's Fair Fund distribution is independent from two other settlements that Shell entered with certain private parties in the Netherlands and in U.S. District Court in New Jersey. It has no effect on any investor rights in those settlements.
The Sarbanes-Oxley Act of 2002 (SOX) gave the SEC authority to increase the amount of money returned to injured investors by allowing the addition of penalties to create a Fair Fund distribution. Before SOX, only disgorgement could be returned to investors.
The distribution agent responsible for the Shell Fair Fund is Richard C. Breeden. Information about the distribution, including toll-free numbers for 11 countries, can be found at www.ShellSECSettlement.com. Investors in the U.S. may contact the distribution agent by telephone at 1-866-446-3412 or by e-mail at info@ShellSECSettlement.com.
For more information about the enforcement action, contact:
David L. Peavler Assistant Director, SEC Division of Enforcement (817) 978-1417
Gordon Brumback Assistant Director, SEC Division of Enforcement (202) 551-4424
(Press Rel. 2010-67)
In the Matter of Bart A. Thielbar
The United States Securities and Exchange Commission announced the issuance of an Order Instituting Cease-And-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-And-Desist Order. The Order finds that Respondent Thielbar had oversight responsibility for the operations of NorthWestern Communications Solutions (NCS), an operating division of NorthWestern Corporation, and that NCS misstated its margins during the fourth quarter of 2001, the first quarter of 2002 and the first half of 2002. The Order further finds that Thielbar failed to identify the accounting errors at NCS, and, as a result of the accounting errors at NCS and other subsidiaries and divisions at NorthWestern, NorthWestern materially misstated its income in its annual report on Form 10-K for the year ended December 31, 2001, in its quarterly reports on Form 10-Q for the first two quarters of fiscal year 2002, and in certain reports on Form 8-K.
Based on the above, the Order directs Thielbar to cease and desist from causing any violations and any future violations of Sections 13(a) and 13(b)(2)(A) of the Securities Exchange Act of 1934, and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder. Thielbar consented to the issuance of the Order without admitting or denying the findings in the Order. (Rel. 34-62007; File No. 3-13874)
Delinquent Filers' Stock Registrations Revoked
The registrations of the registered securities of AB Liquidating Corp. (f/k/a Adaptive Broadband Corp.), Globalnet Corp., Greenland Corp., KeraVision, Inc., Lifespan, Inc., STAR Telecommunications, Inc., Telenetics Corp., and 3DFX Interactive, Inc., have been revoked. Each had repeatedly failed to file required annual and quarterly reports with the Securities and Exchange Commission. Thus, each violated a crucial provision of the federal securities laws that requires public corporations to publicly disclose current, accurate financial information so that investors may make informed decisions. The revocations were ordered in an administrative proceeding before an administrative law judge. (Rel. 34-62008; File No. 3-13844)
Securities and Exchange Commission Orders Hearing on Registration Suspension or Revocation Against Seven Public Companies for Failure to Make Required Periodic Filings
Today the Commission instituted public administrative proceedings to determine whether to revoke or suspend for a period not exceeding twelve months the registrations of each class of the securities of seven companies for failure to make required periodic filings with the Commission:
In this Order, the Division of Enforcement (Division) alleges that the seven issuers are delinquent in their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j), a hearing will be scheduled before an Administrative Law Judge. At the hearing, the Administrative Law Judge will hear evidence from the Division and the Respondents to determine whether the allegations of the Division contained in the Order, which the Division alleges constitute failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The Administrative Law Judge in the proceeding will then determine whether the registrations pursuant to Exchange Act Section 12 of each class of the securities of these Respondents should be revoked or suspended for a period not exceeding twelve months. The Commission ordered that the Administrative Law Judge in this proceeding issue an initial decision not later than 120 days from the date of service of the order instituting proceedings. (Rel. 34-62018; File No. 3-13875)
SEC Brings Settled Civil Charges Against TierOne Converged Networks, Inc. and Its Senior Officers for Misrepresentations and Omissions, and Obtains Corporate Monitor
On April 27, 2010, the Securities and Exchange Commission filed a civil action in United States District Court in Dallas, Texas against TierOne Converged Networks, Inc., CEO Kevin Mark Weaver, and CFO Ronald Celmer. The Commission's complaint alleges that, from July 2006 to April 2009, TierOne raised almost $9.5 million from approximately 200 investors nationwide using incomplete and misleading offering documents. Among other things, the Commission alleges that TierOne's offering documents before June 2008 failed to mention Weaver's FINRA disciplinary history, and did not disclose over $685,000 of loans TierOne made to Weaver and Celmer over the preceding three years. The complaint further alleges that offering materials exaggerated the status of the company's agreements with customers and other third parties and the proprietary nature of TierOne's software.
Without admitting or denying the Commission's allegations, TierOne, Weaver and Celmer settled the Commission's charges by consenting to entry of a final judgment enjoining them from violating Sections 5(a) and (c) and 17(a)(2) and (a)(3) of the Securities Act of 1933, and against engaging any unregistered persons to offer or sell TierOne securities. The judgment also directs Weaver and Celmer each to pay a $25,000 civil penalty. The defendants also consented to entry of an order appointing a special master to monitor TierOne's disclosures, stock offerings and processes for qualifying accredited investors, for two years. [SEC v. TierOne Converged Networks, Inc., Kevin Mark Weaver, and Ronald Celmer, Civil Action No. 3:10 -CV-00840 United States District Court for the Northern District of Texas (Dallas Division)] (LR-21510)
Immediate Effectiveness of Proposed Rule Change
A proposed rule change filed by C2 Options Exchange to adopt certain order routing and market-maker rules (SR-C2-2010-001) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of May 3. (Rel. 34-61987)
Proposed Rule Change
NYSE Amex filed a proposed rule change (SR-NYSEAmex-2010-37) pursuant to Rule 19b-4 under the Securities Exchange Act of 1934 to amend commentary to Rule 915 and Rule 916. Publication is expected in the Federal Register during the week of May 3. (Rel. 34-61989)
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