Davis Polk explains SEC’s Proposal of New Transparency Requirements for NMS Stock Alternative Trading Systems

On November 18, 2015, the Securities and Exchange Commission (“SEC”) proposed amendments (the “Proposal”) to Regulation ATS and related rules under the Securities Exchange Act of 1934 (the “Exchange Act”) to impose extensive new transparency requirements on, and greatly increase the SEC’s active oversight of the design of, alternative trading systems (“ATSs”) that facilitate transactions in National Market System stocks (generally, exchange-listed equities) (“NMS Stock ATSs”).

The extensive level of disclosure that would be required under the Proposal and the SEC’s ongoing involvement in approving or reviewing the design and … Read more

Davis Polk discusses SEC Issuance of Reporting Rules for Security-Based Swaps

On February 11, 2015, the Securities and Exchange Commission issued a final rule (the “Final Rule”) and proposed amendments (the “Proposed Rule”) on the reporting and public dissemination of security-based swap (“SBS”) information, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Notably, the SEC:

  • delayed establishing a final compliance schedule for SBS reporting;
  • left many details of SBS reporting, including many of the required data elements, the format of reports and the assignment of product identifiers for standardized SBS, to registered security-based swap data repositories (“SBSDRs”);
  • created an interim phase for the reporting of SBS information,

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Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rules, Part II: Permanent Registration Process

The following is based on a memo from Davis Polk, published on October 7, 2013, which is available here.  The original memo contains many useful tables and definitions which have been omitted from this post.

On September 18, 2013, the SEC adopted a final rule (the “Final Rule”) establishing a permanent registration scheme to replace the temporary registration scheme for municipal advisors that has been in effect since October 2010. As discussed in our memorandum dated October 2, 2013 titled “SEC Releases Final Municipal Advisor Registration Rules – Part I: Who is a Municipal Advisor?” (the “… Read more

Davis Polk discusses SEC Release of Final Municipal Advisor Registration Rule, Part I: Who is a Municipal Advisor?

On September 18, 2013, the Securities and Exchange Commission (“SEC”) adopted its final rule on the permanent registration of municipal advisors (the “Final Rule”). The Final Rule replaces the current temporary registration scheme for municipal advisors with a permanent registration scheme, and provides extensive guidance concerning when a person or firm is acting as a municipal advisor.

This memorandum comprises Part I of a two-part series of client memoranda on the Final Rule. This Part I focuses on the entities that are subject to regulation and registration as municipal advisors. Part II (the “Part II

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Davis Polk on CFTC Finalization of Cross-Border Swaps Guidance and Establishment of Phase-in Compliance Schedule

On July 12, 2013, the CFTC adopted long-anticipated final cross-border guidance (the “Final Guidance”) that provides guidelines for the application of the CFTC’s swap regulatory regime to cross-border swap activities. At the same time, the CFTC adopted a phase-in compliance schedule (the “Exemptive Order”)[1] that extends, with material changes, the cross-border exemptive order issued by the CFTC in January 2013 (the “January Order”).[2]

The Final Guidance and the Exemptive Order address several important topics, including:

  • the final definition of U.S. person for purposes of the CFTC’s swap regulatory regime;
  • guidance on which swaps a non-U.S. person must include in, and

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