Lennar Corporation became the first to make a filing using the SEC’s newly permitted Inline XBRL format in this Form 10-Q.
The SEC permitted use of the new format in an order dated June 13, 2016. Inline XBRL requires...more
A review of recent SEC comments on merger proxy statements indicates many of these comments were typical, and some are variations on a theme:
Rule 14a-6(a) requires that the form of proxy be on file for ten calendar...more
Responding to a court order, the SEC adopted rules to require resource extraction issuers to disclose payments made to governments for the commercial development of oil, natural gas or minerals. The rules, mandated by the...more
Two California-based municipal advisory firms and their executives have agreed to settle SEC charges that they used deceptive practices when soliciting the business of five California school districts....more
6/14/2016
/ Dodd-Frank ,
Fraud ,
Hiring & Firing ,
MSRB ,
Municipal Advisers ,
Public Entities ,
School Districts ,
Securities and Exchange Commission (SEC) ,
Service Contracts ,
Solicitation ,
Unfair or Deceptive Trade Practices
In Beacom v. Oracle America, Inc., the United States Court of Appeals for the Eight Circuit considered retaliation claims under Sarbanes-Oxley and Dodd-Frank.
The essence of the matter was a business unit of Oracle...more
House Financial Services Committee Chairman Jeb Hensarling (R-TX) unveiled details of the Financial CHOICE Act – the Republican plan to replace the Dodd-Frank Act and promote economic growth. CHOICE stands for Creating Hope...more
6/7/2016
/ Chevron Deference ,
Consumer Financial Protection Bureau (CFPB) ,
Disclosure Requirements ,
Dodd-Frank ,
Financial Institutions ,
FSOC ,
Insider Trading ,
MSRB ,
PCAOB ,
Proposed Legislation ,
Regulatory Oversight ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
SIFIs
Andrew Ceresney, Director, SEC Division of Enforcement, gave his views on the SEC private equity enforcement initiative at a conference.
Mr. Ceresney set forth the various categories of enforcement cases, which at this...more
The Board of Governors of the Federal Reserve System is inviting comment on a proposed rule to promote U.S. financial stability by improving the resolvability and resilience of systemically important U.S. banking...more
The Investor Clarity and Bank Parity Act (HR 4096) passed in the U.S. House of Representatives. The Volcker Rule adopted by the regulators limited the ability of bank holding companies and their affiliates, including...more
Treasury’s Office of Financial Research has released a brief entitled “Credit Ratings in Financial Regulation: What’s Changed Since the Dodd-Frank Act?” The introductory statement notes “The use of credit ratings in financial...more
The National Credit Union Administration, or NCUA, became the first of six Agencies to unveil a revised rule proposal under Section 956 of the Dodd-Frank Act:
prohibiting incentive-based payment arrangements that the...more
4/22/2016
/ Banks ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Dodd-Frank ,
FDIC ,
FHFA ,
Gramm-Leach-Blilely Act ,
Incentive Compensation ,
NCUA ,
OCC ,
Policies and Procedures ,
Recordkeeping Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Many are aware of the Dodd-Frank requirement to disclose the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer. We have published some examples of...more
Some companies have begun to disclose pay ratios in their proxy statements in advance of the SEC requirement. We have included a sample below. Of course, you’ll want to compare the samples to the rules before relying on them....more
A GAO study found the U.S. financial regulatory structure is complex, with responsibilities fragmented among multiple agencies that have overlapping authorities. As a result, financial entities may fall under the regulatory...more
The Dodd-Frank Act requires “securitizers” to retain at least five percent of the underlying credit risk. The Loan Syndications and Trading Association, or LSTA, challenged several aspects of the related rules jointly...more
The Division of Swap Dealer and Intermediary Oversight of the Commodity Futures Trading Commission, or CFTC, announced that certain banking entities subject to Appendix B of Part 75 of the Commission’s regulations should...more
The SEC charged Kansas-based Central States Capital Markets, its CEO, and two employees for breaching their fiduciary duty by failing to disclose a conflict of interest to a municipal client. The case is the SEC’s first to...more
In Yang v. Navigators Group, Inc., the Southern District of New York granted summary judgment for the defendant on a dual pronged complaint claiming unlawful retaliation under the Sarbanes-Oxley Act and the Dodd-Frank Act. ...more
The Government Accountability Office, or GAO, has released an annual report required by the Dodd-Frank Act. GAO interviewed community banks, credit unions, and industry associations. Those interviewed cited an increase in...more
The SEC issued a staff report on the accredited investor definition. The Dodd-Frank Wall Street Reform and Consumer Protection Act directs the Commission to review the accredited investor definition as it relates to natural...more
The SEC has proposed Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments by resource extraction issuers. Rule...more
Although primarily a transportation bill, the FAST Act contains other provisions, including provisions simplifying securities laws and another provision fixing the Dodd-Frank Act. As describe by CFTC Commissioner J....more
The Federal Reserve Board approved a final rule specifying its procedures for emergency lending under Section 13(3) of the Federal Reserve Act. Since the passage of the Dodd-Frank Act in 2010, the Board’s authority to engage...more
CFTC staff issued a preliminary report regarding the swap dealer de minimis exception. Under CFTC rules, market participants who exceed $8 billion in gross notional swap dealing activity over a twelve-month period are...more
The Municipal Securities Rulemaking Board, or MSRB, published its first Compliance Advisory for Municipal Advisors, developed to assist municipal advisors with understanding and implementing the regulatory framework created...more