Ethan Mark

Ethan Mark

Stinson Leonard Street

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Fed to Bank Directors: Pay Attention

Daniel K. Tarullo of the Board Of Governors of the Federal Reserve System delivered a speech on the intersection of corporate governance and prudential regulation. Some of the points he noted were (emphasis added)...more

6/20/2014 - Banks Board of Directors Corporate Governance Federal Reserve Risk Assessment Risk Management

Fed Proposes Concentration Limits for Financial Institution M&A

The Federal Reserve Board has issued a proposed rulemaking that would implement Section 622 of the Dodd-Frank Act, which prohibits a financial company from combining with another company if the ratio of the resulting...more

6/16/2014 - Banks Dodd-Frank Federal Reserve FSOC Rulemaking Process

CFPB Launches Inquiry Into Mobile Financial Services

The CFPB has launched an inquiry into the opportunities and challenges associated with the use of mobile financial services. As part of the inquiry, the Bureau is exploring how mobile technologies are impacting unbanked and...more

6/12/2014 - CFPB Data Breach Data Protection Mobile Apps Mobile Banking Popular

Public Companies: Board Should Review End-User Swap Approvals Annually

The Dodd-Frank Act permits certain end-users to elect to use an exception to the swap clearing requirements under certain conditions, which is referred to as the end-user exception. For public companies, the ability to elect...more

6/5/2014 - CFTC Dodd-Frank End-Users SEC Swaps

SEC Approves Additional Changes To FINRA Corporate Financing Rule

The SEC has approved additional changes to the FINRA Corporate Financing Rule. The approved changes... - expand the circumstances under which members and issuers may negotiate termination fees and rights of first...more

5/12/2014 - Corporate Financing Corporate Financing Rule FINRA SEC

SEC’s OCIE Announces Cybersecurity Examinations Of Broker-Dealers And Registered Investment Advisers

The SEC’s Office of Compliance Inspections and Examinations, or OCIE, previously announced that its 2014 Examination Priorities included a focus on technology, including cybersecurity preparedness. OCIE has issued a Risk...more

4/17/2014 - Audits Broker-Dealer Cybersecurity Investment Adviser OCIE SEC

OIG Finds Deficiencies In CFPB Supervisory Activities

The Office of Inspector General of the Board of Governors of the Federal Reserve System conducted an initial evaluation to assess the operational efficiency and effectiveness of the Consumer Financial Protection Bureau’s...more

4/7/2014 - CFPB OIG Supervision

Case Illustrates Role Of 10b5-1 Plans In Securities Litigation

A Fourth Circuit case, Yates v. Municipal Mortgage & Equity, LLC (March 2014), recently examined the role of 10b5-1 plans in an alleged securities fraud case involving a financial statement restatement. To prevail on a Rule...more

4/1/2014 - 10b5-1 Plans Insider Trading Rule 10b-5 Scienter Securities Fraud Securities Litigation

Private Company GAAP Arrives

Two GAAP alternatives for private companies have been released by FASB. The alternatives were created by the Private Company Council, or PCC. ...more

1/21/2014 - Amortization Dodd-Frank FASB GAAP Goodwill

OFR Releases Interagency Data Inventory

The Office of Financial Research, or OFR, has released the Interagency Data Inventory of data that member agencies of the Financial Stability Oversight Council collect from industry. The Interagency Data Inventory project is...more

1/15/2014 - Data Collection FSOC

SEC Issues Report On Examination Of Ratings Agencies

The SEC staff has issued a report on the examinations conducted by the staff under Section 15E(p)(3) of the Securities Exchange Act of 1934. The Exchange Act requires the SEC Office of Credit Ratings, or OCR, to conduct an...more

1/8/2014 - Investigations NRSRO OCR Rating Agencies SEC

CFPB To Oversee Nonbank Student Loan Servicers

The CFPB has issued a rule that allows the CFPB to supervise certain nonbank student loan servicers for the first time. The CFPB currently oversees student loan servicing at the largest banks. ...more

12/4/2013 - CFPB Compliance Loans Nonbank Firms Student Loans Students

CFPB Issues Report On Compliance Costs

The Consumer Financial Protection Bureau, or CFPB, has issued a report entitled “Understanding the Effects of Certain Deposit Regulations on Financial Institutions’ Operations: Findings on Relative Costs for Systems,...more

12/3/2013 - Banks CFPB Compliance Costs

D&O Questionnaire Update Forms For 2014

The SEC has adopted rules prohibiting “bad actors” from using Rule 506 after September 23, 2013 (the effective date of the rules), or if prohibited conduct occurred prior to the effective date of the rules, the prohibition...more

12/2/2013 - Bad Actors Board of Directors Corporate Officers Directors Disclosure Requirements Proxy Statements Rule 506 Offerings SEC

SEC Expects Companies To Transition To New COSO Framework For Internal Control Reporting

When evaluating internal control over financial reporting, Exchange Act Rule 13a-15(c) requires the evaluation to be based on a framework that is “a suitable, recognized control framework that is established by a body or...more

11/18/2013 - Compliance COSO Internal Controls Reporting Requirements SEC Securities Exchange Act

Integration Issues Under The JOBS Act

The integration doctrine must be considered when an issuer conducts multiple offerings in a short period of time. If applicable, multiple offerings are collapsed to determine if a safe harbor or exemption still applied. ...more

11/18/2013 - Exemptions Integration JOBS Act Regulation D Safe Harbors SEC

SEC Unveils Proposed Regulation Crowdfunding

The SEC has proposed new Regulation Crowdfunding to implement the requirements of Title III of the JOBS Act. Regulation Crowdfunding would prescribe rules governing the offer and sale of securities under new Section 4(a)(6)...more

10/28/2013 - Crowdfunding JOBS Act Proposed Regulation SEC Securities Act of 1933 Title III

CFPB Brings Action For Processing Illegal Debt-Settlement Fees

The Consumer Financial Protection Bureau, or CFPB, announced an enforcement action against Meracord LLC, a leading debt-settlement payment processor, for allegedly helping others to collect millions of dollars in illegal...more

10/7/2013 - CFPB Debt Settlement Services Enforcement Actions Fees Fines

SEC Charges Hedge Fund Adviser With Participating In Conflicted Principal Transaction

The SEC has charged the adviser to a New York-based hedge fund with breaching his fiduciary duty by engineering an undisclosed principal transaction in which he had a financial conflict of interest....more

9/19/2013 - Conflicts of Interest Fiduciary Duty Hedge Funds Professional Liability SEC

General Solicitation Under The JOBS Act And Blue Sky Laws

As many know, on September 23, 2013, issuers will be able to make general solicitations, or advertising, when selling securities under Rule 506 of Regulation D. While we look forward to working with issuers on these...more

9/9/2013 - Advertising Blue Sky Laws General Solicitation Issuers Regulation D Rule 506 Offerings

CFPB Commences Action For Violation Of Loan Originator Compensation Rules

The CFPB filed a complaint in federal district court against a Utah-based mortgage company, Castle & Cooke Mortgage LLC, and two of its officers for illegally giving bonuses to loan officers who steered consumers into...more

7/30/2013 - Bonuses CFPB Compliance Dodd-Frank Incentive Compensation Loan Originator Compensation Rule Mortgages

Removal Of General Solicitation Requirements Triggers Additional SEC Proposals

The SEC has adopted final rules eliminating the ban on general solicitations in Rule 506 offerings....more

7/15/2013 - Advertising General Solicitation JOBS Act Marketing Regulation D Rule 144A Rule 506 Offerings SEC

CFPB Proposes Amendments To Mortgage Rules Under RESPA, TILA And ECOA

In January, the CFPB issued several new mortgage rules under the Dodd-Frank Act. ...more

6/25/2013 - CFPB Dodd-Frank ECOA Loss Mitigation Mortgage Loan Originators Mortgages RESPA TILA

ISDA Risk Disclosure Documents For Swaps

The CFTC business conduct rules require swap dealers to disclose the material risks of a particular swap to a counterparty, which may include market, credit, liquidity, foreign currency, legal, operational, and any other...more

6/10/2013 - CFTC Disclosure Requirements ISDA Swap Dealers Swaps

Update On ISDA Protocols

We previously noted certain matters that needed to be completed by May 1, 2013 for those entities engaged in derivatives transactions to allow swap dealers to comply with the CFTC’s External Business Conduct Rule. ...more

6/4/2013 - CFTC Disclosure Requirements Dodd-Frank Final Rules ISDA Reporting Requirements Swaps

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