An article in yesterday’s Wall Street Journal provides a good, short overview of the issues and differing viewpoints surrounding the SEC’s upcoming broker-dealer fiduciary duty rulemaking. As the article correctly points out, registered investment advisers have long been held to a fiduciary standard vis-a-vis their clients. The brokerage industry has generally resisted... Read More
Section 926 of the Dodd-Frank Act directs the SEC to issue rules which would prevent the use of Regulation D Rule 506 offerings by certain “bad actors.” The Dodd-Frank Act directs the SEC to adopt rules similar to the current disqualifiers in Regulation A. The SEC rules must also prohibit... Read More
The SEC has announced that it will “consider” the adoption of proxy access rules on August 25, 2010. It is probably a safe bet that when they are done “considering” the issue they will adopt final rules. Sometimes the final rules are not available for immediate publication and availability is... Read More
The Dodd-Frank Wall Street Reform and Consumer Protection Act will require listed public companies to hold periodic say-on-pay shareholder votes. Say-on-pay votes are non-binding votes on the compensation of an issuer’s executive officers. Ethan has posted an example of a say-on-pay vote here. A June 2010 Towers Watson survey found that... Read More
Under the Dodd-Frank Act, listed issuers will be required to include a say-on-pay vote for any shareholder meeting occurring on or after January 21, 2011. A say-on-pay-vote is a nonbinding shareholder vote on an issuer’s executive compensation. Financial institutions that were recipients of funds under the Troubled Asset Relief Program,... Read More
The Federal Reserve Sytsem has issued a proposed rule under Regulation Z issued pursuant to the Truth in Lending Act. The proposed rule would implement Section 1461 of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 1461 amends TILA to provide a separate, higher threshold for determining... Read More
On August 20, 2010, commencing at 9:00 a.m. and ending at 12:00 p.m., staff of the SEC and CFTC (the “Agencies”) will hold a public roundtable discussion at which invited participants will discuss governance and conflicts of interest in the context of certain authority that Sections 726 and 765 of the Dodd-Frank... Read More
Set forth below is a summary of the principal corporate governance and corporate finance provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) for non-financial institutions. Voting by Brokers. Under Section 957 of the Dodd-Frank Act, national securities exchanges are required to... Read More
The National Association of Mutual Insurance Companies (NAMIC) issued this press release in response to the Dodd-Frank Act. As we noted here, Dodd-Frank establishes a new agency, the Federal Insurance Office (FIO). According to NAMIC, “the FIO will play an important role in helping guide federal policy and trade negotiations... Read More
As the CFTC’s first move in its monumental task of implementing the swap trading provisions of Dodd-Frank, the agency yesterday announced a joint Advanced Notice of Proposed Rulemaking (“ANOPR”) with the SEC seeking comments on the many critical definitions that will establish the scope of the agencies’ jurisdiction and of... Read More