The SEC has announced that it expects to issue proposed rules on say-on-pay during October 2010. This rulemaking is important for public companies because Dodd-Frank mandates that all proxy statements for the first annual shareholders meeting held after January 21, 2011 include a say-on-pay proposal. The SEC has been soliciting... Read More
The Dodd-Frank Wall Street Reform and Consumer Protection Act amended Section 19 of the Exchange Act, 15 U.S.C. 78s(b)(2), so that there are new deadlines by which the SEC must publish and act upon proposed rule changes submitted by self regulatory organizations, or SROs. In recognition of the amendments to... Read More
The SEC has posted a Sunshine Act Notice related to an open meeting to be held on October 13, 2010. The following matters will be addressed: The SEC will consider whether to adopt an interim final temporary rule under Section 766 of the Dodd-Frank Wall Street Reform and Consumer Protection... Read More
We previously reported on the CFTC’s Interim Final Rule for reporting Pre-enactment Swap Transactions. Since that time, the text of the CFTC Rule 44.00 has been published in the Federal Register and is immediately effective. Must I Report a Swap or Preserve Data? We have been asked by our clients... Read More
As widely expected and reported earlier at Dodd-Frank and the Law, yesterday President Obama signed the Dodd-Frank Freedom of Information Restoration Amendments, which repealed the Dodd-Frank Act’s provisions that exempted certain records from the Freedom of Information Act’s public disclosure requirements, into law.
The SEC has proposed rules to implement Section 943 of the Dodd-Frank Act, which requires the SEC to prescribe regulations on the use of representations and warranties in the market for asset-backed securities as follows: to require any securitizer to disclose fulfilled and unfulfilled repurchase requests across all trusts aggregated... Read More
As we noted last week, the Business Roundtable and the Chamber of Commerce of the United States of America (the “petitioners”) filed a petition with the United States Court of Appeals for the District of Columbia Circuit seeking review of recent changes to the SEC’s proxy and related rules. On... Read More
Dodd-Frank disclosures have begun to proliferate in SEC filings. We reviewed many recent filings and disclosures fall into the following general categories: internal controls, forward looking statements, executive compensation, regulatory matters and risk factors. Examples are set forth below. Internal Controls PDC 2004-D Limited Partnership (Filed September 30, 2010) Internal... Read More
The U.S. Chamber of Commerce and the Business Roundtable filed a legal challenge to the recently adopted SEC proxy access rules. The groups asked the SEC to stay adoption of such rules, which will give certain shareholders the right to include their nominees in corporate proxy materials. The proxy access... Read More
SEC Chair Mary Schapiro testified before the Senate Committee on Banking, Housing, and Urban Affairs on September 30, 2010. In so doing she gave more clues on the SEC’s regulatory priorities under the Dodd-Frank Act and timing for rulemaking actions. OTC Derivatives. Title VII of the Dodd-Frank Act provides a... Read More