News & Analysis as of

Dodd-Frank 180-Day “Deadline” For SEC to Take Action Not Really a Deadline After All

A three-judge panel of the U.S. Court of Appeals for the D.C. Circuit recently ruled that Section 4E of the Securities Exchange Act of 1934, 15 U.S.C. § 78d-5(a)(1) – which provides that “[n]ot later than 180 days after the...more

One Step Forward and One Step Back: Southern District of New York Denies Motion to Enjoin SEC’s Administrative Proceedings,...

Last week, the SEC scored a victory in its battle to defend the use of administrative proceedings in enforcement actions seeking penalties against unregulated entities or persons. On June 30, 2015, Southern District of New...more

SEC Regulation of Private Equity Funds

What you need to know: The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations recently issued its examination priorities for 2015, many of which impact the private equity...more

The Financial Report - Volume 4, No. 11 • June 2015 (Global)

FRB will extend high-quality liquid asset status to some state and municipal bonds. The FRB has proposed a rule that would recognize certain general obligation state and municipal bonds meeting the same liquidity...more

Orrick's Financial Industry Week in Review

SEC Provides Additional Analysis Related to Proposed Pay Ratio Disclosure Rules - On June 4, the Securities and Exchange Commission provided additional analysis related to its proposed rules for pay ratio disclosure. The...more

OCC Issues Final Rule to Integrate Licensing Rules for National Banks and Federal Savings Institutions

On May 18, the Office of the Comptroller of the Currency (OCC) adopted a final rule to (1) integrate its rules relating to policies and procedures for corporate activities and transactions involving national banks and federal...more

Delaware Dismisses Caremark Claim Against DuPont

The Delaware Court of Chancery recently dismissed a derivative action in Ironworkers District Council of Philadelphia & Vicinity Retirement & Pension Plan v. Andreotti et al. One of the many claims alleged was a Caremark...more

The Financial Report - Volume 4, No. 9 • May 2015 (Global)

Discussion and Analysis - Securities and investment advisory services offered through . . . That phrase is ubiquitous among small and “independent” financial services firms, regularly appearing in 6-point or...more

SEC Proposes Pay-for-Performance Rules

The Securities and Exchange Commission has proposed for comment rules that would implement Section 953(a) of the Dodd-Frank Act. Section 953(a) added Section 14(i)(3) to the Securities Exchange Act of 1934 which directs the...more

Coming Soon: Regulations for Uniform Fiduciary Standard

In testimony before the House Committee on Financial Services on March 24, 2015, SEC Chair Mary Jo White said that she supports a uniform fiduciary standard of conduct for broker-dealers and investment advisers that provide...more

The Financial Report - Volume 4, No. 6 • March 2015 (Global)

OSC Investor Advisory Panel annual report. The Ontario Securities Commission (OSC) Investor Advisory Panel submitted its 2013-14 annual report. The report summarizes the Panel’s current activities and priorities as well...more

The Administration Proposes Imposing a Fiduciary Standard on Retirement Advisers

Yesterday, the Obama administration called on the Department of Labor to draft rules that, in effect, would require brokers who provide retirement advice to abide by a fiduciary standard. In a speech at an event hosted by...more

Fiduciary Duty for Broker-Dealers and Agents

Could the states impose fiduciary duty on their own? For more years than I care to remember, consumer groups, state securities regulators and investment advisers large and small have warned of the confusion wrought on...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

"Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014"

The spotlight on executive compensation further intensified during 2013, the third season under the Dodd-Frank Act’s “say-on-pay” rules, with the release of additional disclosure requirements and increased risks of...more

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Covered Funds Aspects of the Volcker Rule – Frequently Asked Questions

The Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, and the Securities and Exchange Commission (the "SEC") issued a final rule, and the Commodity Futures...more

Inside The Courts - December 2013 | Volume 5 | Issue 4

In This Issue: *U.S. SUPREME COURT: - Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. Nov. 15, 2013) Lawson v. FMR LLC, No. 12-3 (U.S. Nov. 12, 2013) - Chadbourne & Parke LLP v. Troice, No....more

Dodd-Frank affects private companies too: practice points to note

The Dodd-Frank Act – signed by President Barack Obama more than three years ago, and since then advanced with a host of rules and regulations – has been widely viewed as a law that addresses systemic risk in the financial...more

Structured Thoughts -- Volume 4, Issue 14 -- December 2, 2013

In This Issue: Launching an Exempt Structured Products Program in the United States: Issues for Non-U.S. Banks to Consider; “Big-Boy Letters” Revisited: Pharos Decision Upheld by the Sixth Circuit.; SEC Addresses...more

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Ninth Circuit Rules that Say-On-Pay Suit Belongs in State Court

In a recent ruling, the United States Court of Appeals for the Ninth Circuit concluded that certain related shareholder derivative suits arising out of a say-on-pay decision involving Pico Holdings, Inc. (the “Company”) were...more

Broker-Dealers: The New Frontier For SEC Enforcement

In a split vote last week, the SEC adopted new rules designed to increase protections for customers who invest money and securities with broker-dealers....more

Ninth Circuit Says Say-On-Pay Suit Should Stay In California Court

In enacting the Dodd-Frank Act, Congress made it clear to everyone, other than the plaintiffs’ bar, that say-on-pay votes were advisory only, did not create or imply any change in fiduciary duties of directors, or create or...more

Resource Extraction Payment Disclosure Rules Vacated by United States District Court

The United States District Court for the District of Columbia has invalidated the resource extraction payment rules adopted by the Securities and Exchange Commission in August 2012. The rules would have required public...more

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