News & Analysis as of

MD&A Rules Do Not Create Rule 10b-5 Disclosure Obligation

The Ninth Circuit recently examined whether Item 303 of Regulation of S-K, which sets forth the MD&A rules, creates an affirmative duty of disclosure on which to pin a Rule 10b-5 case. The case centered around a significant...more

SEC Says Use IP Addresses to Control Intrastate Offerings

In a new CDI, the SEC indicates it may be possible to use IP addresses to control internet communications so that offers are made only in one state and qualify for the intrastate exemption under Rule 147. In Securities Act...more

CFTC Provides Relief from Certain Agency Regulations to be Consistent with JOBS Act SEC Amendments

On September 9, the CFTC issued an exemptive letter, which provides relief from certain provisions of Regulations 4.7(b) and 4.13(a)(3) restricting marketing to the public. The exemptive letter harmonizes these rules with...more

SEC Advisory Committee Makes Recommendations on Disclosure of Preliminary Voting Results

The Investor as Owner Subcommittee of the SEC’s Investor Advisory Committee established pursuant to Section 911 of the Dodd-Frank Act has issued two recommendations on disclosure of preliminary voting results. The...more

Regulation AB II: Second Time’s the Charm?

On August 27, 2014, following years of preparation, speculation and comment, the Securities and Exchange Commission (SEC) adopted Regulation AB II (Reg AB II). Reg AB II represents a response to requirements of Sections 939A...more

SEC Approves New Rules to Address Run Risks in Money Market Funds

In This Presentation: - Introduction - Post 2008 Regulatory History - Classifying Money Market Funds - Floating Nav - Liquidity Fees And Redemption Gates - Liquidity Fees -...more

New Credit Rating Agency Rules Offer Insight into Public Company Internal Controls

The SEC has adopted credit rating agency rules for Nationally Recognized Statistical Rating Organizations (NRSROs), which include requirements relating to NRSROs’ internal controls. The Dodd-Frank Act requires NRSROs to...more

SEC Adopts Regulation AB II

On August 27, the Securities and Exchange Commission at an open meeting unanimously adopted Regulation AB II (Reg AB II). The final rule provides significant revisions to Regulation AB, which provides the rules regarding the...more

SEC Adopts Final Credit Rating Agency Rules

The SEC adopted new rules and rule amendments (collectively, the “Final Rules”) that impose a range of additional requirements on credit rating agencies registered as nationally recognized statistical rating organizations...more

SEC Adopts Revisions to Asset-Backed Securities Regime

The SEC announced that it adopted new rules and rule amendments (collectively, the “Final Rules”) that revise the offering process, disclosure and reporting requirements for publicly-offered asset-backed securities (“ABS”). ...more

"Structured Finance Alert: SEC Adopts Final Regulation AB II Rules"

On August 27, 2014, the Securities and Exchange Commission ("SEC") adopted final rules ("ABS Final Rules") that significantly revise the existing regulations that govern disclosure requirements, offering processes and...more

Lead Director Network: Viewpoints: A dialogue with Keith Higgins, Director of the SEC’s Division of Corporation Finance

On July 16, 2014, as part of a joint meeting between the Lead Director Network (LDN) and the Compensation Committee Leadership Network (CCLN), members of both networks met with Keith Higgins, director of the Division of...more

Hearing on Oversight of the SEC’s Division of Corporation Finance

As we previously reported, the Director of the SEC’s Division of Corporation Finance, Keith Higgins, testified before the House Financial Services Committee on a broad range of matters, including the SEC’s progress in...more

Private Equity: The Next Wave of SEC Enforcement Actions?

Ever since the Dodd-Frank Wall Street Reform and Consumer Protection Act required many investment advisers to private equity funds to register with the SEC for the first time, fund managers knew that additional scrutiny might...more

Corporate Communicator - Summer 2014

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) added Section 13(p) to the Securities Exchange Act of 1934, as amended (the Exchange Act), mandating that the SEC adopt regulations relating...more

Congress and Industry Want Resource Extraction Rules Finalized

In 2013 the United States District Court for the District of Columbia vacated the SEC resource extraction disclosure rules that were mandated by Section 1504 of the Dodd-Frank Act. Fifty-eight Democratic lawmakers have...more

SEC Commissioner Wants Dodd-Frank Wrapped Up

SEC Commissioner Kara M. Stein recently gave remarks on the status of required Dodd-Frank rulemakings. The pay ratio, claw back, conflict minerals and resources extraction rules didn’t really seem all that important to her...more

Privacy Concerns and the Proposed Reg AB II Revisions Relating to Asset Level Data

In February 2014, the Securities and Exchange Commission (SEC) once again re-opened the comment period with respect to proposed revisions to Regulation AB relating to the disclosure of asset-level data after receiving many...more

Dodd-Frank News: May 2014: Dodd-Frank Wall Street Reform and Consumer Protection Act Update

In This Issue: - RECENT CASES ..Preemption ..CFPB Involvement in Litigation ..CFTC Regulation of Retail Commodity Transactions ..Durbin Amendment ..Appraiser Disclosure Requirements Under...more

Whose Role is it Anyway? Unanswered Questions About Social, Political, or Environmental Corporate Disclosures

The D.C. Circuit attracted plenty of attention by ruling that one of the SEC’s conflict mineral disclosure rules – promulgated pursuant to a specific Congressional mandate in the Dodd-Frank Act – violated the First Amendment....more

Orrick's Financial Industry Week In Review

Council of the EU Adopts Bank Recovery and Resolution Directive - On May 6, the Council of the EU adopted at first reading the text of the Bank Recovery and Resolution Directive (BRRD). The BRRD seeks to harmonize...more

SEC Notes Growing Concern About Private Equity Fee Disclosures

Recent comments by Andrew Bowden, Director of the Office of Compliance Inspections and Examinations for the Securities and Exchange Commission (SEC), highlight the growing tension between Dodd-Frank compliance and fund...more

DC Circuit Court of Appeals Upholds Conflict Minerals Disclosure Rules, But Strikes Down Requirement That Companies Label Their...

Last week, the US Court of Appeals for the District of Columbia (“DC Circuit”) issued its long-awaited opinion relating to legal challenges to the Securities and Exchange Commission’s (“SEC”) conflict minerals disclosure...more

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to...more

Appeals Court Opinion Changes Conflict Minerals Rules Compliance Landscape

On Monday, April 14, 2014, the U.S. Circuit Court of Appeals for the District of Columbia (the DC Circuit) struck down part of the federal rules requiring publicly traded companies to report on their use of “conflict...more

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