SEC NEWS

The Status of Proxy Access

Background

On August 25, 2010, the SEC adopted final rules (i) requiring a company to include director nominees of eligible shareholders in company proxy materials pursuant to a new Rule 14a-11 (proxy access rule) and (ii) enabling shareholders to submit proposals for inclusion in a company's proxy statement pursuant to Rule 14a-8(i)(8) seeking to amend provisions in the company's organizational documents relating to proxy access (private ordering rule).

On October 4, 2010, the Business Roundtable and Chamber of Commerce of the United States of America filed a lawsuit challenging the proxy access rule. As a result of the lawsuit, on October 4, 2010, the SEC voluntarily stayed its effective date of the proxy access rule and the private ordering rule. On July 22, 2011, the United States Court of Appeals for the District of Columbia Circuit issued a ruling which struck down the proxy access rule. The Court did not address the private ordering rule.

Update

On September 6, 2011, SEC Chairman Mary L. Schapiro issued a statement1 indicating that the SEC would not seek rehearing of the decision of the Court nor would it seek U.S. Supreme Court review. In her statement, she reiterated her support for proxy access, noting that "it is a process that helps make boards more accountable for the risks undertaken by the companies they manage." She also noted that she "want[s] to be sure that we carefully consider and learn from the Court's objections as we determine the best path forward."

The private ordering rule (i.e., amendments to Rule 14a-8(i)(8)) became effective on September 20, 2011.2 As a result of the private ordering rule, shareholders will have the opportunity to establish proxy access standards on a company-by-company basis during the coming proxy season. Shareholders will now be able to propose amendments to a company's governing documents that would establish procedures under a company's governing documents for the inclusion of one or more shareholder nominees for director in company proxy materials. These proposals could seek to include a number of provisions relating to the nomination of directors for inclusion in company proxy materials, and disclosures related to such nominations, that require a different ownership threshold, holding period or other qualifications or representations than those that were contemplated by the proxy access rule.3

SEC's Whistleblower Rules Are Now Effective

On August 12, 2011, the SEC's whistleblower rules became effective, establishing procedures for whistleblowers to report violations to the SEC under Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Pursuant to the Dodd-Frank Act, the SEC is authorized to pay awards to whistleblowers who voluntarily provide the SEC with original information about a violation of the securities laws that leads to the successful enforcement of an SEC action that results in monetary sanctions exceeding $1,000,000. The range for awards is between 10% and 30% of the money collected.

The SEC's Office of Whistleblower opened on August 12th and seven staff members are in place to review claims. The Office of Whistleblower updated its website4 to provide links to the new Form TCR (Tip, Complaint, and Referral Questionnaire) and Frequently Asked Questions. For a list of suggested action items for public companies to take in connection with the whistleblower rules, see "Practice Tips—Action Items in Connection with Whistleblower Rules" on this page.

SEC Forms Advisory Committee on Small and Emerging Companies

On September 13, 2011, the SEC announced that it had formed the Advisory Committee on Small and Emerging Companies.5 This Committee is tasked with providing advice and recommendations to the SEC specifically related to privately held small businesses and publicly traded companies with less than $250 million in public market capitalization.

The committee will advise the SEC on such issues as:

  • Capital raising through private placements and public securities offerings;
  • Trading in the securities of small and emerging and small publicly traded companies; and
  • Public reporting requirements of such companies.

The committee consists of 19 members generally drawn from smaller public and private companies, law and accounting firms, investment banks and investment funds throughout the country as well as an observer from each of the Small Business Association and the North American Securities Administrators Association.

This effort may be part of President Obama's promise in the release of his "American Jobs Act" proposal on September 8th that "We're also planning to cut away the red tape that prevents too many rapidly-growing start-up companies from raising capital and going public."6

SEC Seeks Comment on Review of Existing Regulations

On July 11, 2011, President Obama issued Executive Order 13579 which provides that, within 120 days, each independent regulatory agency should develop plans for the review of existing significant regulations to determine whether any such regulations should be modified, streamlined, expanded or repealed so as to make the agency's regulatory programs more effective or less burdensome in achieving the regulatory objectives.7

In furtherance of the SEC's ongoing efforts to update regulations and in response to President Obama's Executive Order, on September 6, 2011, the SEC announced8 that it is seeking public comments on the scope and elements of a plan for the review of existing regulations. The SEC asks what factors it should consider in selecting and prioritizing rules for review, how often rules should be reviewed, what data the SEC should use for the review process, what the SEC can do to modify, streamline or expand its regulatory review processes and how to increase public participation in the rulemaking process. Public comments should be submitted to the SEC on or by October 6, 2011. The SEC is not, at this time, soliciting comment on specific existing rules to be reviewed.

Is Disclosure and Further Regulation of Public Company Political Contributions Coming?

The Supreme Court in its landmark decision Citizens United v. Federal Election Commission, 130 S.Ct. 876 (2010) struck down limitations on political contributions by corporations. Prior to Citizens United, federal law prohibited corporations and unions from using their general treasury funds to make expenditures for speech expressly advocating the election or defeat of a political candidate in certain federal elections. 2 U.C.S. A. § 441b.

In an apparent response to Citizens United, the Shareholder Protection Act was introduced into the House of Representatives in March 2010 and a new version, the Shareholder Protection Act of 2011, was reintroduced in July 2011 (Bill). In addition, in August 2011, the Committee on Disclosure of Corporate Spending9 submitted to the SEC a Petition for Rulemaking (Petition) asking the SEC to develop rules requiring public companies to disclose to shareholders political contributions.

Through amendments to the proxy solicitation and other SEC rules, the Bill would require publicly traded companies to:

  • Provide a specific description of the nature of any proposed expenditure for political activities and the total amount of expenditures proposed to be made;
  • Make only expenditures for political activities that have been authorized by a majority shareholder vote;
  • Amend their bylaws to require board approval of any expenditure for political activities in excess of $50,000 and any expenditure for political activities in excess of $50,00 for any particular election;10
  • Disclose the vote of each director with respect to expenditures for political activities requiring a board vote within 48 hours;11 and
  • Disclose in their periodic reports filed with the SEC detailed information on expenditures for political activities, including the board voting.

Perhaps most importantly, the Bill provides that any violation of the requirement that political expenditures be shareholder approved would constitute a breach of the fiduciary duty of the officers and directors authorizing the expenditure and that each such officer or director is jointly and severally liable to any shareholder at the time the offending expenditure was made for an amount equal to three times the expenditure made.

The Bill represents an unprecedented federal intrusion into the boardroom and preemption of state corporate law. Further, by requiring a shareholder vote and disclosure in periodic reports, the Bill effectively exposes the entire process of corporate political expenditures to the antifraud provisions of the federal securities laws. If the Bill becomes law, given the potential for personal liability on the part of officers and directors as well as potential liability under the antifraud provisions of the federal securities laws, it is likely that political contributions by corporations will dramatically decrease. Perhaps that is the intended consequence.

The Petition is far less expansive in its scope. Rather than seeking shareholder votes and personal liability in addition to disclosure, the Petition requests that the SEC develop rules requiring disclosure of political spending by publicly traded companies. The Petition does not set forth specific rules to be adopted. Rather, it notes that the SEC "has significant experience designing" disclosure rules and identifies three "design questions" the SEC would face in the rulemaking process and offers suggestions on how the SEC may handle the questions. The Petition suggests (i) the adoption of a de mimimus exception to any rule requiring disclosure; (ii) the use of the existing proxy-disclosure regime rather than highly frequent disclosure that would be disruptive and costly; and (iii) that the SEC should delineate the scope of political expenditures subject to disclosure to address the potential problems of over- or under-inclusiveness.

While the Petition does not seek to require shareholder votes or personal liability and, therefore, will be considered by some to be a vast improvement over the Bill, the Petition, nonetheless, seeks the imposition of additional disclosure burdens on publicly traded companies. As with any SEC-mandated disclosure rules, publicly traded companies would be required to implement mechanisms to collect, verify, report and, perhaps audit, information on political contributions. There would be a significant cost associated with this. In addition, while the Petition does not seek the imposition of any personal liability on officers and directors with respect to political spending, the antifraud provisions of the federal securities law will surely apply to the disclosure of such information and officers and directors could be indirectly exposed to liability.

In the near term, it is unlikely that disclosure of political contributions by public companies will be required. First, it seems unlikely that the Bill will be signed into law given the current political landscape of significant gridlock in Washington and the other, far more significant issues, on which Congress is focusing. Second, any disclosure of political contributions will require rulemaking by the SEC. As there are a number of SEC rules yet to be adopted pursuant to the requirements of the Dodd-Frank Act, it seems unlikely that the SEC will initiate the rulemaking project advocated in the Petition any time soon, if ever. However, it is also likely that the push for disclosure of political contributions by publicly traded companies will continue in future years.

PRACTICE TIPS

Action Items in Connection with Whistleblower Rules

On August 12, 2011, the SEC's whistleblower rules became effective, establishing the procedures for whistleblowers reporting violations to the SEC under Section 922 of the Dodd-Frank Act. Public companies should review their internal reporting policies to encourage internal reporting and consider taking the following steps:12

  • Set the tone at the top. The CEO and board need to make it clear throughout the organization that whistleblowers who bring potential violations to the company are highly regarded by senior management. Bringing potential violations to the company should be strongly encouraged and the CEO should clarify such activity will be rewarded by senior management and not punished.
  • Training. Managers should be trained to avoid taking actions against those that report potential violations that may be considered retaliatory and educate employees making clear to them that retaliation will not be tolerated.
  • Keep whistleblowers in the loop regarding the company's internal investigation progress. Many whistleblowers go outside of their organization to the SEC or another regulatory authority when they believe the company ignored, did not adequately address or refused to investigate their concerns. As a result, it is critically important that the whistleblower is kept in the loop regarding the company's progress (without revealing the details of the investigation or findings that may jeopardize the investigation). In addition, it is important that the whistleblower is assured by the General Counsel or other person investigating the matter that the company is taking the whistleblower's concerns seriously and addressing any issues or violations of law raised by the whistleblower.

Can Sending an Internal Email Become a Gun-Jumping Nightmare?

In June 2011, Groupon, Inc. filed a registration statement on Form S-1 with the SEC to register the initial public offering (IPO) of its Class A common stock. In an attempt to counter the negative press about the company on the verge of its IPO, on August 25, 2011, Andrew Mason, the Chief Executive Officer of Groupon, Inc., sent an email to employees promoting the company's business performance and summarizing his excitement about the company by saying that "all the stuff that one would want to look good? It looks good."13 This email was leaked to the press, and allegedly delayed Groupon's road shows.14

At the time of the distribution of the email, Groupon was in the waiting period (the period of time after an issuer files its registration statement but prior to the time such registration statement is declared effective by the SEC) in conjunction with its IPO. During the waiting period, a company's dissemination of information promoting the company to the general public, through means other than the registration statement, may be considered impermissible gun-jumping, which can result in the imposition of certain penalties, required inclusion of the "gun-jumping" information in the company's registration statement or delay the IPO.

On September 23, 2011, Groupon filed with the SEC an amendment to its Form S-1, which included (i) excerpts from Andrew Mason's August 25th email and (ii) a risk factor cautioning investors not to rely on the information in this email without reviewing the entire prospectus and clarifying certain information contained in the email.

A company should restrict any publicity during the registration process. It is best to avoid sending mass emails to your employees hyping the company during such process. These communications are too likely to be leaked to the general public and be deemed impermissible gun-jumping.

SEC ENFORCEMENT

Clawback of Executive Compensation

On August 30, 2011, the SEC announced a settlement with James O'Leary, former Chief Financial Officer of Beazer Homes USA, Inc., to recover $1,431,022 in cash representing his bonus compensation, incentive-based and equity-based compensation and stock sale profits received during the 12-month period after the issuance of Beazer's quarterly and annual financial statements for its 2006 fiscal year.15 The SEC's settlement with Mr. O'Leary is subject to court approval. In 2008, Beazer had to restate its financial statements for various years, including fiscal year 2006, due to a fraudulent earnings management scheme that artificially inflated Beazer's income (this scheme was allegedly orchestrated by Beazer's Chief Accounting Officer, the litigation against whom is still ongoing).

The SEC reached the foregoing settlement under Section 304(a) of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), which provides that the chief executive officer and chief financial officer of a company must reimburse it for: (i) any bonus or other incentive-based or equity-based compensation received by that person from the company during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying the financial reporting requirement under the securities laws, which the company was in material non-compliance with due to misconduct and in connection with which the company had to prepare an accounting restatement; and (ii) any profits realized from the sale of securities of the company during that 12-month period.16 This clawback provision can be used by the SEC even if the CEO or CFO of the company is not personally charged with the underlying misconduct, which was the case in Mr. O'Leary's settlement.

Executives should be aware that the Dodd-Frank Act expands the SEC's clawback authority. The Dodd-Frank Act requires the SEC to issue rules directing national securities exchanges to prohibit the listing of any security of a company that does not adopt a policy providing for the recovery of any incentive-based compensation (including stock options) awarded to current or former executive officers during the three-year period prior to an accounting restatement resulting from material noncompliance of the issuer with financial reporting requirements in excess of what would have been paid to the executive officer under the accounting restatement. The SEC plans to propose rules regarding the recovery of executive compensation under the Dodd-Frank Act by January 1, 2012 and adopt such rules in January – June 2012. Due to the expansive nature of the Dodd-Frank Act's clawback provisions, there will likely be more clawback actions under the Dodd-Frank Act than we have seen to date under the Sarbanes-Oxley Act.

PCAOB CONCEPT RELEASE

PCAOB Issues Concept Release on Auditor Independence and Audit Firm Rotation

On August 16, 2011, the PCAOB issued a concept release to solicit public comment on ways that auditor independence, objectivity and professional skepticism could be enhanced.17 The concept release discusses mandatory audit firm rotation as an approach to improving auditor independence, objectivity and professional skepticism. Mandatory audit firm rotation, which has been considered from time to time since the 1970s, would limit the number of consecutive years for which a registered public accounting firm could serve as the auditor of a public company.

Generally, proponents of such a requirement believe that setting a limit on audit fees that an auditor may receive from one client would free the auditor from management pressure and offer an opportunity for a fresh look at the company's financial reporting. In addition, proponents believe that if an auditor knows that one of its competitors will be reviewing its work in the near-term, that such auditor would be more likely to thoroughly and objectively scrub a company's financial statements. Opponents of this requirement are concerned about costs that changing auditors could impose on issuers. In addition, opponents believe that audit quality may suffer in the early-years of an auditor-client relationship and that mandatory auditor rotation would exacerbate this issue.

While the concept release focuses on audit firm rotation, the concept release also seeks input on any other approaches that could meaningfully enhance auditor independence, objectivity and professional skepticism. The PCAOB will hold a public roundtable on the concept release in March 2012. Comments on the concept release are due by December 14, 2011.

INVESTMENT ADVISER REGULATION

Massachusetts Adopts Regulations on Use of Expert Network Services by Investment Advisers

Background

In response to recent insider trading allegations against investment advisers, the Massachusetts Securities Division (MSD) has adopted regulations that will require investment advisers to obtain a written certification from any paid consultant or expert network service firm providing "investment consulting services."18,19 The regulation becomes effective December 1, 2011.

Both the MSD and the SEC recently have brought enforcement actions as a result of the use by hedge funds and investment advisers of consultants, either directly or indirectly through the use of so-called expert network service firms, to provide specialized information about prospective investments. In the federal cases, the SEC alleges that the persons providing the information were moonlighting as consultants or experts without the knowledge of their employers and were providing non-public information about publicly traded companies (including Apple and Dell) with which their employers were doing business.

The new MSD regulations will require Massachusetts registered investment advisers (and possibly other investment advisers, as discussed below) to obtain a written certification when retaining investment consulting services. The certification must:

  • describe all confidentiality restrictions relevant to the potential consultation which the consultant has, or reasonably expects to have;
  • affirmatively state that the consultant will not provide any "confidential information"20 to the investment adviser; and
  • be signed and dated by the consultant (which may be in electronic form), and be accurate as of the date of the initial, and any subsequent, consultation(s).

Failure to obtain the certification will be deemed a dishonest or unethical practice in the securities business under Massachusetts law, subject to fine, censure and/or denial, suspension or revocation of registration.

The new MSD regulations make it clear that regardless of whether an investment adviser obtains the certification, an investment adviser may not trade on non-public information obtained from a consultant or expert network services firm.

The new regulation will apply to Massachusetts registered investment advisers; however the MSD also has made it clear that the new requirement will not apply to federally registered investment advisers given the limitations placed on states pursuant to the National Securities Market Improvement Act of 1996.21 What is not clear is the extent to which the new regulation will apply to investment advisers that are not registered with either Massachusetts or the SEC, but which provide advisory services to Massachusetts clients; however, the language in the new regulations is broad enough to support an effort by the MSD to subject such investment advisers to the new regulations if it so chooses.

Best Practices

All Massachusetts registered investment advisers should comply with the regulation and obtain the certification when engaging consultants or expert networks. In light of increased Federal and state focus on insider trading in this area, all investment advisers (including those exempt from the Massachusetts regulation as noted above) that use such consultants or expert networks should consider, as a best practice, the use of a similar certification. Other best practices to be considered include:

  • discussing with the consultant or expert network the source of their information and ensuring that all information obtained does not breach any confidentiality obligations of the consultants or any other person;
  • inserting provisions in engagement agreements with consultants and expert networks to prohibit the conveyance of non-public information; and
  • reviewing and revising the investment adviser's insider trading policies to address the issues raised by the use of consultants and expert networks.

SEC COMMENT LETTER TRENDS

Is the SEC Jumping into the Fray on Fracking?

Recently, hydraulic fracturing, or fracking, has come under increased scrutiny. Hydraulic fracturing is a technique that has been used in the oil and gas industry for decades. Recently, oil and gas companies have been using the technique more extensively in connection with horizontal drilling to allow the extraction of natural gas from the Marcellus Shale formation that underlies significant portions of Pennsylvania, New York, Ohio, Maryland and West Virginia (as well as other shale formations). Historically, the Marcellus Shale region has not seen extensive oil and gas drilling. As the use of horizontal drilling and hydraulic fracturing has increased in areas unaccustomed to such activities, environmentalists and various state and federal regulators have raised concerns that hydraulic fracturing could contaminate the groundwater supplies upon which certain communities rely. For example, legislation has been introduced into Congress seeking to have hydraulic fracturing regulated under the federal Safe Drinking Water Act. In the midst of all of the public scrutiny by the environmental organizations and governmental authorities, the SEC has also decided to become involved in the debate, through the comment letter process, and is now seeking increased disclosure from oil and gas companies utilizing hydraulic fracturing.

In recent comment letters, the SEC has sought additional information from issuers engaged in hydraulic fracturing. Generally, the comments relating to hydraulic fracturing are diverse. For example, there have been SEC comments seeking additional disclosure regarding (i) insurance coverage for environmental liabilities that may arise out of hydraulic fracturing and other operations; (ii) violations of environmental laws or claims or lawsuits relating to hydraulic fracturing; and (iii) hydraulic fracturing operations, including identification of locations of where the technique is being used. The most common SEC comments relating to hydraulic fracturing seek additional disclosure regarding the risk that additional regulation of hydraulic fracturing may pose to an issuer's operations and financial results. There have also been reports that the SEC has been seeking even more information regarding hydraulic fracturing activities, such as the chemical make-up of the fluids used in the hydraulic fracturing and horizontal drilling process.22

As the comment letters address a diverse group of issues relating to hydraulic fracturing, it is difficult to distill and provide any general guidance, with one exception. Any oil and gas company engaging in hydraulic fracturing and horizontal drilling should consider including a robust risk factor and other disclosure regarding the risk that increased regulation of hydraulic fracturing, and litigation involving groundwater claims related to fracking, may have on the company. In addition, as oil and gas companies engaged in hydraulic fracturing prepare their SEC filings, it may be useful for issuers to work with counsel to provide disclosure that addresses concerns expressed in the SEC's comment letters.

Footnotes

1. See Statement by SEC Chairman Mary L. Schapiro on Proxy Access Litigation (September 6, 2011), available at http://www.sec.gov/news/press/2011/2011-179.htm.

2. See SEC Release No. 33-9259, Facilitating Shareholder Director Nominations (September 15, 2011), available at http://www.sec.gov/rules/fi nal.shtml.

3. See Blank Rome's The Guardian, SEC Not to Seek Judicial Review of Proxy Access Court Decision; Confirms It Will Lift Stay on Rule 14a-8 Amendments, September 2011 (No. 1), available at http://www.blankrome.com/index.cfm?contentID=37&itemID=2575.

4. See Officer of Whistleblower website at http://www.sec.gov/whistleblower.

5. See SEC Announces Formation of Advisory Committee on Small and Emerging Companies (September 13, 2011), available at http://sec.gov/news/press/2011/2011-182.htm.

6. President Barak Obama, Address by the President to a Joint Session of Congress (September 8, 2011), available at http://htpolitics.com/2011/09/09/transcript-of-president-obamas-job-speech-to-congress-on-thursday-sept-8/5/.

7. See Memorandum for the Heads of Independent Regulatory Agencies, M-11-28, "Executive Order 13579, "Regulation and Independent Regulatory Agencies" (July 22, 2011).

8. See SEC to Seek Comment on Review of Existing Regulations (September 6, 2011), available at http://sec.gov/news/press/2011/2011-178.htm.

9. As stated in its Petition, the Committee on Disclosure of Corporate Political Spending is "comprised of ten academics whose teaching and research focus on corporate and securities law."

10. This requirement would apply only to "listed" companies.

11. This requirement would apply only to "listed" companies.

12. See Blank Rome's Corporate and Securities Alert, SEC Proposes Whistleblower Reward Program November 2010 (No. 7), available at http://www.blankrome.com/index.cfm?contentID=37&itemID=2353.

13. Kara Swisher, Exclusive: Groupon's Mason Tells Troops in Feisty Internal Memo: "It Looks Good." (August 25, 2011), available at http://allthingsd.com/20110825/exclusive-groupons-mason-tells-troops-in-feisty-internal-memo-it-looks-good/.

14. Evelyn M. Rusli and Michael J. De La Merced, Groupon Back on Track for Its I.P.O. (September 14, 2011), available at http://dealbook.nytimes.com/2011/09/14/groupon-back-on-track-for-its-i-p-o/.

15. See SEC Recovers CFO's Bonus and Stock Sale Profits Received During Beazer Homes Accounting Fraud, (August 30, 2011) available at http://www.sec.gov/news/press/2011/2011-172.htm.

16. See Forfeiture of Certain Bonuses and Profits (15 U.S.C. 7243).

17. See Concept Release on Auditor Independence and Audit Firm Rotation, Release No. 2011-006 (August

16, 2011), available at http://pcaobus.org/Rules/Rulemaking/Pages/Docket037.aspx.

18. Massachusetts Securities Division of the Office of the Secretary of the Commonwealth, Adopting Release: Use of Expert Network Services—950 CMR 12.205(9)(c)(16); Performance Based Fees—950 CMR 12.205(9) (c)(17); and Other Technical Changes and Correction, August 8, 2011 ("Adopting Release"), available at http://www.sec.state.ma.us/sct/sctnewregs/description_of_changes_to_proposed_regs.pdf.

19. "Investment consulting services" is defined as "a consultation for the purposes of assisting the investment's adviser's decision as to whether to buy, sell, or abstain from buying or selling, positions in client accounts." 950 CMR 12.205(9)(c)16.c.iii.

20. "Confidential information" is defined as "any non-public information, which one is bound by a confidentiality agreement or fiduciary (or similar) duty not to disclose." 950 CMR 12.205(9)(c)16.c.i.

21. Adopting Release at 2. In a Policy Statement issued on September 8, 2011, the MSD clarified that the new regulations would not apply to advisers that are not federally registered because of the exceptions to the definition of investment adviser set forth in Section 202(a)(11) of the Investment Advisers Act of 1940. Massachusetts Securities Division of the Office of the Secretary of the Commonwealth, Policy Statement: Matching or Expert Network Services Regulation under 950 CMR 12.205(9)(c)(16) and Investment Advisers under SEC Authority, September 8, 2011, available at http://www.sec.state.ma.us/sct/sctnewregs/RevisedPolicyonFedIAsFinal.pdf.

22. See, e.g., Deborah Solomon, SEC Bears Down on Fracking, The Wall Street Journal, August 25, 2011, at B1; Blank Rome Government Relations Financial Reform Watch, House Republicans Blast Schapiro on . . . Fracking? (September 16, 2011), available at http://www.financialreformwatch.com/2011/09/articles/reform-recommendations/house-republicans-blast-schapiro-onfracking/index.html.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.