Securities Acts Amendments of 1989

Securities Acts Amendments of 1989 - Title I: Authorization - Securities and Exchange Commission Authorization Act of 1989 - Amends the Securities Exchange Act of 1934 to authorize appropriations for FY 1990 and 1991.

Authorizes the Securities and Exchange Commission (SEC) to set compensation rates for its employees without regard to specified statutory requirements. Directs the SEC to seek to maintain comparability with Federal bank regulatory agencies for purposes of employee benefits and compensation. Grants the SEC authority to enter directly into leases for office space.

Title II: International Securities Law Enforcement - International Securities Enforcement Cooperation Act of 1989 - Amends the Securities Exchange Act of 1934 to authorize the SEC, upon a showing that certain information is needed, to provide all records and other information in its possession to such persons, both domestic and foreign, as the SEC by rule deems appropriate. Requires that the person receiving such records or information provide such assurances of confidentiality as the Commission deems appropriate. Specifies that such authority shall not affect the SEC's responsibilities under the Right to Financial Privacy Act. Provides that, notwithstanding the provisions of the Freedom of Information Act, the SEC shall not be compelled to disclose records obtained from a foreign securities authority: (1) if the foreign securities authority has in good faith represented to the SEC that public disclosure of such records would be contrary to the laws applicable to it; and (2) the SEC obtains the records pursuant to an authorized procedure or a memorandum of understanding. Specifies that this Act shall not authorize the SEC to withhold information from the Congress or prevent the SEC from complying with a court order in an action brought by the United States or the SEC.

Authorizes the SEC to impose sanctions on brokers or dealers, associated persons, and individuals seeking to become associated persons of brokers or dealers on the basis of misconduct in a foreign country. Allows the Commission to base such sanctions on whether a person has been convicted of crimes substantially equivalent to those enumerated by the Securities Exchange Act or the Commodity Exchange Act or has engaged in activities substantially equivalent to those enumerated by such Acts however denominated by the laws of the relevant foreign government. Authorizes the Commission to base sanctions on findings by a foreign financial regulatory authority of: (1) false or misleading statements in registration or reporting materials filed with such authority; (2) violations of statutory provisions concerning securities or commodities transactions; or (3) aiding, abetting, or otherwise causing another person's violation of such foreign securities or commodities provisions, or failing to supervise a person who has committed such a violation. Includes expulsion or suspension from membership or partnership in the foreign equivalent of a self-regulatory organization, contract market, board of trade, futures association or a foreign or international securities exchange as grounds for disqualification for membership in such organizations in the United States. Includes findings of certain types of improper conduct by a foreign financial regulatory authority as grounds for such disqualification.

Defines a "foreign financial regulatory authority" as any: (1) foreign securities authority; (2) governmental body or foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the regulation of fiduciaries, trusts, commercial lending, insurance, trading in futures contracts, or other instruments traded on or subject to the rules of a contract market, board of trade, or foreign equivalent, or other financial activities; or (3) membership organization a function of which is to regulate participation of its members in such activities. Defines "foreign securities authority" as any foreign government, or any governmental body or regulatory organization empowered by a foreign government to administer or enforce its laws as they relate to securities matters.

Amends the Investment Company Act of 1940 and the Investment Advisers Act of 1940 to authorize the SEC to impose similar sanctions for similar grounds of misconduct in a foreign country on investment advisors or persons associated or seeking association with a registered investment advisory or investment company.

Amends the Securities Exchange Act of 1934 to authorize the SEC to accept payment and reimbursement from a foreign securities authority for expenses incurred in carrying out investigations of violations of such Act or in providing other assistance to such authority.

Title III: Shareholder Communications - Shareholder Communications Improvement Act of 1989 - Amends the Securities Exchange Act of 1934 to require mutual fund and other investment company entities that exercise fiduciary powers holding securities as nominees to: (1) deliver proxy materials and information statements to the beneficial owners of investment company securities; and (2) supply registrants, upon request, with beneficial owner information so that annual reports and voluntary communications may be provided to such beneficial owners.

Requires that information statements be provided by: (1) brokers and bank nominees to the beneficial owners of the securities; and (2) investment companies to record holders prior to any security holder vote when proxies, consents, or authorizations are not solicited.

Title IV: Trust Indenture Act of 1939 - Trust Indenture Reform Act of 1989 - Amends the Trust Indenture Act of 1939 to revise the authority of the (SEC) to exempt certain securities from the provisions of such Act. Allows the SEC to exempt conditionally or unconditionally any person, registration statement, indenture, security, or transaction, or any class or classes of them from any one or more provisions of such Act. (Presently, such authority is limited to exemptions for securities issued by persons existing under the laws of a foreign government.)

Revises the authority of the SEC to refuse to permit the registration of certain securities in cases in which securities shall be sold on a delayed basis. Specifies that in such cases the SEC shall not be required to refuse registration for failure by the issuer to designate an eligible trustee, if such issuer files an application for the purpose of determining trustee eligibility.

Authorizes the SEC to permit a corporation or other person organized and doing business under the laws of a foreign government to act as sole trustee under a qualified indenture, provided that corporation or other person is authorized to exercise corporate trust powers and is subject to supervision or examination equivalent to supervision or examination applicable to U.S. institutional trustees.

Prohibits any obligor upon indenture securities or person directly or indirectly controlling, controlled by, or under common control with such obligor from serving as trustee upon such indenture securities.

Revises rules for the disqualification of indenture trustees who have or who acquire any conflicting interest. Permits a trustee to serve under a qualified indenture so long as there is no default under the indenture. Specifies that a default shall be determined as such term is defined in the indenture, but exclusive of any period of grace or requirement of notice. Provides that, except in cases of a default in the payment of the principal of, or interest on, an indenture security or in the payment of any sinking or purchase fund installment, the indenture trustee shall not be required to resign if such trustee can prove that the default may be cured or waived and that doing so would not be inconsistent with the interests of holders of the indenture security. Provides that any resignation of an indenture trustee shall become effective only upon the appointment of a successor trustee and such successor's acceptance of such an appointment.

Decreases from four months to three months the time period allowed for the preferential collection of claims against an obligor in cases where the trustee becomes a creditor of the obligor. Maintains the four-month cases in any pending bankruptcy cases.

Makes mandatory: (1) the periodic filing of information by an obligor with a trustee and the granting of access of security holders to information; (2) certain reports by indenture trustees to security holders, to stock exchanges, and to certain additional parties; (3) certain reports by obligors concerning evidence of compliance with indenture provisions; and (4) certain duties and responsibilities of a trustee.

Authorizes an obligor upon any qualified indenture to set a record date for purposes of determining the identity of indenture security holders entitled to vote or consent to any action which is authorized or permitted by vote or consent.

Makes mandatory the special powers of indenture trustees and the duties of paying agents.

Specifies that any mandatory duties imposed by the Trust Indenture Act of 1939 as amended by this Act shall be deemed a part of, and shall govern, every qualified indenture, whether or not specifically contained in the indenture.

Provides that Federal and State courts shall have concurrent jurisdiction concerning lawsuits brought regarding violations of the duties imposed by this Act. States that (for purposes of retaining the exempt status of Kentucky Utilities under the Public Utility Holding Company Act of 1935) a certain indirectly owned electric utility company incorporated in one State (Old Dominion Power, incorporated in Virginia) shall be deemed to be operating as part of the directly owned electric utility subsidiary of a holding company organized in a different State (Kentucky Utilities), and not as a separately incorporated company.

Title V: Miscellaneous - Exempts a specified Canadian gas utility holding company which has acquired a certain Vermont gas distribution company from the provisions of the Public Utility Holding Company Act of 1935.

Authorizes the Director of the Office of Management and Budget to allocate and reallocate critical positions pay authority among executive agencies as the need arises. Sets a maximum Government-wide total of 200 such critical pay positions. Specifies circumstances under which such authority may be reexercised.