Accions per a la millora de l’eficiència energètica de l'edifici Magatzem Brigada

1. SEC Modifies “Neither Admit Nor Deny” Policy

On January 8, 2012, the SEC’s Enforcement Division announced that it would not allow defendants who have been convicted of criminal wrongdoing to simultaneously deny liability in SEC settlements. This approach slightly modifies the SEC’s prior “neither admit nor deny” policy.

2. SEC Designates BATS Securities as Covered Securities

On January 20, 2012, the SEC adopted a rule designating securities listed, or authorized for listing, on Tiers I and II of BATS Exchange, Inc. (BATS) as “covered securities” under Section 18(b)(1) of the Securities Act. Under Section 18(a) of the Securities Act, covered securities on BATS are exempted from the registration requirements of state “Blue Sky” laws. But covered securities must still comply with applicable listing standards, federal securities laws and federal rules and regulations regarding the registration and sale of securities.

3. SEC Tightens Rule on Advisory Performance Fee Charges On February 15, 2012, the SEC revised the rule regarding performance fees that investment advisors may charge to investors by raising the net worth and asset threshold of “qualified clients.” To be deemed a qualified client, an investor must meet a net worth or asset threshold, which the SEC deems necessary to be able to bear the risks associated with

performance fee arrangements. Under the revised rule, a qualified client must have at least $1 million in assets under management with the advisor, up from $750,000, or a net worth of at least $2 million, up from $1.5 million. Every five years, the SEC will issue an order making inflation adjustments to these dollar thresholds. Furthermore, the rule excludes the value of the client’s primary residence and certain property-related debts from the net worth calculation. This exclusion was not required by the Dodd-Frank Act, but is consistent with the SEC’s

4. SEC Adopts Exemptions for Security-Based Swaps

On March 30, 2012, the SEC adopted a rule exempting certain security-based swap transactions from provisions of the Securities Act — with the exception of the anti-fraud rules in Section 17(a) and the registration requirements of the Exchange Act — provided several criteria are met. To qualify for the exemption, the swap transaction must be: (1) entered into through a clearing agency, which acts as a central counterparty for the swap-based transaction,

(2) registered with a data repository for swap transactions and (3) executed on an exchange or security-based swap execution facility if it is subject to a mandatory clearing requirement by the SEC.

5. SEC and CFTC Adopt Rules Defining “Security-Based Swap Dealer” and “Major Swap Participant”

On April 18, 2012, the SEC adopted new rules to define “swap dealer” and “major swap participant” under the Exchange Act, establishing which entities involved in the swaps market are subject to the regulatory regime created by the Dodd-Frank Act. The rules were written jointly by the SEC and the US Commodity Futures Trading Commission (CFTC).

The rules define a “security-based swap dealer” as a person who: (1) holds himself out as a dealer in security-based swaps, (2) makes a market in security-based swaps, (3) regularly enters into security-based swaps with counterparties as an ordinary course of business for his own account or (4) engages in activity causing him to be commonly known in the trade as a dealer or market maker in security-based swaps. This definition does not include a person who enters into security-based swaps for his own account, but not as a part of his regular business. Additionally, the regulation exempts persons who engage in a de minimis quantity of security-based swap dealing at an aggregate gross notional amount of no more than $3 billion over the preceding 12 months. This de minimis threshold will be phased in over a three-year period, during which time the threshold will be, effectively, $8 billion.

The new rules define “major swap participant” as: (1) a person whose outstanding security-based swaps create “substantial counterparty exposure” that could have serious adverse effects on the financial stability of the U.S. banking system or financial markets, where

“substantial counterparty exposure” is defined as holding $5 billion in daily average

uncollateralized outward exposure or $8 billion in daily average uncollateralized exposure plus any potential future exposure or (2) a financial entity that is highly leveraged relative to the amount of capital such entity holds, is not subject to capital requirements established by an appropriate federal banking agency and that maintains a “substantial position” in any of the major security-based swap categories, where “substantial position” means holding (i) a major category of security-based swaps (or $3 billion for rate swaps); or (ii) a daily average

uncollateralized outward exposure plus potential future exposure of $2 billion in major security- based swaps (or $6 billion for rate swaps) across all categories of swaps or (iii) a person who maintains a “substantial position” in any of the major security-based swap categories, excluding positions held for “hedging or mitigating commercial risk.”

Under the Commodity Exchange Act (CEA), a person who is not an eligible contract participant cannot enter into a swap except subject to the rules of a designated contract market.

The new rules provide parallel definitions of “swap dealer” and “major swap participant” in the CEA and add swap dealers and major swap participants to the list of entities that are eligible contract participants.

6. CFTC Adopts Reporting Rule for Pre-Dodd-Frank Swap Transactions

On May 18, 2012, the CFTC passed a rule governing how banks and other companies are required to report swap transactions entered into prior to the enactment of the Dodd-Frank Act rules on derivatives trading. The CFTC rule requires swap counterparties for swaps entered into on or after April 25, 2011 to report the primary economic terms for swaps and any confirmation, master agreement or credit support agreements that are part of the swap. Swap dealers or major participants must keep these documents in electronic form, unless they were maintained

exclusively in paper form. If the swap expired prior to the release of the draft version of the CFTC’s rule, the swap counterparties are required to keep all records, but may do so in either paper or electronic form.

7. SEC Adopts Rule Requiring Exchanges to Adopt Listing Standards on Compensation

On June 20, 2012, the SEC adopted a rule directing national securities exchanges to adopt listing standards for boards of directors and compensation advisors of publicly listed companies. Once these listing standards are in effect for an exchange, a listed company must meet those standards to continue trading its shares on that exchange. In accordance with the rule, exchanges proposed listing standards by September 25, 2012. Final listing standards must be submitted to the SEC by June 27, 2013.

First, the new rule requires exchanges to adopt listing standards to ensure that each member of the company’s compensation committee is a member of the board of directors and is independent. The definition of “independent” depends on several relevant factors, including: (1) the source of compensation for that member and (2) whether the member of the board of

directors is affiliated with the company or a subsidiary.

Second, the new rule requires the listing standards to provide that the compensation committee of a listed company: (1) may retain a compensation adviser, (2) is responsible for the oversight of compensation advisors and (3) must be properly funded by the listed company.

Third, the new rule requires listing standards providing that a compensation committee may select a compensation consultant, legal counsel or other advisor (excluding in-house legal counsel) only after considering six independent factors: (1) whether the compensation consulting company is providing any other services to the company, (2) how much the compensation

consulting company receives in fees for the consultant as a percentage of that person’s total revenue, (3) the nature of the compensation consulting company’s internal policies regarding

Finally, the new rule exempts the following categories of companies from the

compensation committee independence requirements: (1) limited partnerships, (2) companies in bankruptcy proceedings, (3) open-ended management investment companies registered under the Investment Company Act of 1940 and (4) certain foreign private issuers.

8. SEC Adopts Dodd-Frank Act Procedures to Review Clearing Submissions

On June 28, 2012, the SEC adopted rules establishing procedures for the SEC’s review of security-based swaps that clearing agencies plan to accept for clearing. The Dodd-Frank Act requires certain security-based swap transactions to be cleared through a clearing agency, which assumes the risk of a default. Under the new rules, a clearing agency will be required to

electronically file qualitative and quantitative information with the SEC regarding any security- based swap that the clearing agency is planning on accepting for clearing. The clearing agency must also post these filings on their websites within two business days.

Additionally, the new rules govern when a “systemically important” clearing agency, i.e., an agency whose failure would create significant liquidity or credit problems among US

financial markets, must provide advance notices to the SEC prior to making changes to its rules, procedures or operations. Broadly, the SEC rule requires advance notice when the clearing agency proposes changes that affect: (1) the risk management functions performed by the clearing agency or (2) the clearing agency’s ability to perform its core clearance and settlement functions. These advance notices describe the nature of the change and how the clearing agency plans to manage any identified risks from the change. Changes that do not require advance notice are, generally, those that are related solely administrative functions of the clearing agency.

9. SEC and CFTC Adopt Final Rules of Key Definitions Regarding Financial Instruments

On July 18, 2012, the SEC and CFTC adopted joint rules defining which financial instruments fall under the definition of a “swap,” “security-based swaps,” “security-based swap agreement” and “mixed swaps.” Under these definitions a “swap” is defined under the CEA and falls under the jurisdiction of the CFTC, a “security-based swap” is defined under the Exchange Act and falls under the jurisdiction of the SEC and “mixed swaps” fall under the jurisdiction of both agencies. The CFTC has regulatory authority over “security-based swap agreements,” but the SEC retains antifraud and other authority over these types of agreements.

The rules define a “swap” as any agreement, contract or transaction that “provides for any purchase, sale, payment or delivery (other than a dividend on an equity security) that is dependent on the occurrence, nonoccurrence, or the extent of the occurrence of an event or contingency associated with a potential financial, economic, or commercial consequence.” This definition includes: (i) cross currency swaps; (ii) currency options, foreign currency options, foreign exchange options and foreign exchange rate options; (iii) foreign exchange rate forwards; (iv) foreign exchange swaps; (v) forward rate agreements and (vi) non-deliverable forwards involving foreign exchange. The rules further define a “security-based swap” as a swap or other financial instrument that is based on: (i) a single security, (ii) futures on a single security, (iii) a single loan or (iv) a narrow-based security index.

The agencies have excluded from the definitions of “swap” and “security-based swap” products that are historically treated as insurance products and forward contracts regarding non- financial commodities or security for deferred shipment or delivery. Furthermore, loan

participations are excluded from the definition of “swap” and “security-based swap” based on the facts and circumstances of the loan participation, including whether the participation: (i) is defined as a security under federal securities laws or (ii) reflects an ownership interest in the underlying loan or commitment.

The rules define a “mixed swap” as a security-based swap that is also based on the value of one or more interest or other rates or instruments that fall under the definition of a “swap,” so that it is both a security-based swap and a swap. For instance, this definition includes instruments in which the underlying reference would be a portfolio of securities and commodities.

The rules define a “security-based swap agreement” as a swap agreement in which “a material term is based on the price, yield, value or volatility of any security or any group or index of securities,” but does not include a security-based swap.

XIII. DEVELOPMENTS WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD DURING 2012

A. SUMMARY OF DEVELOPMENTS DURING 2012

The Public Company Accounting Oversight Board (PCAOB) issued two notable releases and concluded one notable disciplinary proceeding during 2012. The PCAOB announced that it has entered into cooperative agreements with both the German and Spanish audit regulators, adding to the existing agreements that it has with several other European regulators.1 _The PCAOB also adopted, and the Securities and Exchange Commission (SEC) approved, the new Auditing Standard No. 16, along with amendments to other standards, designed to enhance communication between auditors and audit committees. The PCAOB also brought disciplinary proceedings against a Big Four audit firm and several of its current and former partners, in connection with audits of Medicis Pharmaceutical Corporation. The $2 million civil money penalty imposed on the auditor in that action is the largest issued by the PCAOB to date.