Securities Exchange Act Dodd-Frank Wall Street Reform and Consumer Protection Act

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
News & Analysis as of

Final Dodd-Frank Risk Retention Rule Adopted

On October 22, 2014, six federal agencies approved a final rule requiring sponsors of asset securitization transactions to retain risk in those transactions. The final rule implements the risk retention requirements in the...more

The Latest from Dodd-Frank: Credit Risk Retention Rule Finalized

In the latest significant rulemaking arising out of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), on October 22, six federal financial and housing agencies finalized long-awaited rules on...more

New Municipal Advisor Supervision Requirements Adopted

Rule G-44, proposed earlier this year by the Municipal Securities Regulation Board (MSRB) and approved by the Securities and Exchange Commission (SEC) this month, requires that municipal advisors develop internal supervisory...more

Regulators Decline to Exempt TOBs from Risk Retention Rule but Add Helpful Revisions and Clarifications

Although regulators have rebuffed industry efforts to have tender option bonds (TOBs) exempted from the final credit risk retention rule (the CRRR), they have nevertheless provided some helpful changes and clarifications that...more

Credit Risk Retention Rules Finalized

Six federal agencies have finalized long-anticipated joint rules imposing risk retention, or “skin-in-the-game,” requirements for securitizations. The new rules, when they become effective over the next two years, will impose...more

U.S. Risk Retention Final Rule: Playing it Forward for CLOs

We will leave the hand wringing and teeth gnashing to others. We expect there will be a lot of that in the days ahead. We have had our say on the misguided premises and tortured statutory interpretation underpinning the final...more

Reminder to NYSE and NASDAQ Companies to Comply with Dodd-Frank Act Compensation Committee Requirements and Certify Compliance

Public companies with securities listed on the NASDAQ Stock Market or the New York Stock Exchange should take note of the approaching deadline for complying with the final portions of the new compensation committee...more

Practical Implications of the JOBS Act Changes to Private Placements: Rule 506(c), Crowdfunding, and Reg A+

Two key features of the JOBS Act – general solicitation in Rule 506 offerings, and the increased thresholds at which an issuer will be required to register a class of securities under the Securities Exchange Act of 1934 (the...more

High-Speed Trader Indicted for ‘Spoofing’

A federal grand jury in Chicago recently indicted high-frequency trader Michael J. Coscia for “spoofing,” making it the first criminal case ever brought under the Dodd-Frank Act’s rules against disruptive trading practices....more

House Passes Bill H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act”

On September 16, the House of Representatives passed H.R. 5405 “Promoting Job Creation and Reducing Small Business Burdens Act.” The bill addresses a number of Jumpstart Our Business Startups Act (JOBS Act)-related matters,...more

SEC Shamelessly Targets Late Filers

Yesterday, the Securities and Exchange Commission announced “charges” against 28 officers, directors, or major shareholders for failing to report timely ownership and transactions as required by Section 16(a) and Section 13...more

SEC Brings First Whistleblower Anti-Retaliation Enforcement Action

On June 16, 2014, the U.S. Securities and Exchange Commission (SEC) resolved its first whistleblower retaliation enforcement action. The SEC’s order against Paradigm Capital Management, Inc. is the first-ever enforcement...more

SEC Gives Itself the Home Court Advantage in an Accounting Fraud / Internal Controls Action Against a Corporate CEO

An otherwise mundane SEC announcement on July 30, 2014 of an enforcement action charging a public company CEO and CFO with accounting fraud and internal controls violations is significant because the SEC is proceeding against...more

JOBS Act Quick Start - A brief overview of the JOBS Act - 2014 Update

In This Issue: - Introduction - The IPO on-ramp - The IPO Process - Applying Title I to other transactions - Private offerings - Crowdfunding - Regulation A+ - Exchange...more

SEC’s Final Municipal Advisor Registration Rules Will Take Effect on July 1, 2014

The Securities and Exchange Commission’s (SEC) temporary stay on its final municipal advisor rules under Section 15B of the Securities Exchange Act of 1934 (the “Exchange Act”) expires July 1, 2014. Accordingly, municipal...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

Conflict Minerals Filing Tips – Deadline Approaching

What you need to know: Public companies are required to submit their conflict minerals filings by June 2nd. SEC guidance issued after a recent federal appeals court decision has effectively eliminated the...more

Private Equity Newsletter - Winter 2014: Is the Swim Worth It? Weighing a U.S. Listing as Exit Strategy

Over the past two years, Dechert has witnessed a noticeable increase in interest from non-U.S. companies in pursuing a listing of equity securities on a U.S. securities exchange. This has been due in part to the continued...more

SEC Speaks, Cuban Tweets

The leaders of the Securities and Exchange Commission addressed the public on February 21-22 at the annual SEC Speaks conference in Washington, D.C. The presentations covered an array of topics, but common themes included...more

Investors Get A Voice At The Regulator: SEC Names Its First Head Of The Office Of The Investor Advocate

Though investors might have assumed that the entire Securities and Exchange Commission was their advocate to begin with, on February 12th the agency announced that it had hired Rick Fleming to be its very first Investor...more

SEC Further Extends Securities Law Exemptions for Security-Based Swaps

The SEC adopted amendments to the expiration dates of certain interim final rules adopted in July 2011. The interim final rules provide exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and...more

Extension of Exemptions for Security-Based Swaps

On February 5, the SEC extended interim final rules that exempt security-based swaps that were security-based swap agreements prior to July 16, 2011, and are defined as “securities” under the Securities Act and the Exchange...more

The Evisceration of the Federal Securities Law

I. Introduction - a. Legislative history of the Securities Act of 19331 (“Securities Act”) and the Securities Exchange Act of 19342 (“Exchange Act” and collectively, the “Acts”). ..i. Congress passed the Acts...more

Orrick's Financial Industry Week in Review - February 10, 2014

No-Action Letter Provides Relief to M&A Brokers - On January 31, in a significant no-action letter (Letter), the Staff of the Division of Trading and Markets provided assurances that it would not recommend enforcement...more

New SEC Municipal Advisor Registration Rules

SEC delays implementation of certain new Municipal Advisor Rules until July 1, 2014 - Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) amended Section 15B of the...more

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