Agencies Approve Volcker Rule Revision as an Interim Final Rule

The following is the SEC’s press release on the Volcker Rule revision regarding CDOs backed primarily by trust preferred securities, originally available here.  The interim final rule and accompanying release is available here.  

Five federal agencies on Tuesday approved an interim final rule to permit banking entities to retain interests in certain collateralized debt obligations backed primarily by trust preferred securities (TruPS CDOs) from the investment prohibitions of section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, known as the Volcker rule.

Under the interim final rule, the agencies permit the retention of an interest … Read more

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SEC Removes References to NRSRO Ratings in Certain Rules and Forms

The following is the SEC’s press release, originally published here.  The proposed ’34 Act amendments are available here and the proposed ’40 Act amendments are available here.

The Securities and Exchange Commission [on December 27, 2013] announced that it has adopted amendments to eliminate references in certain of its rules and forms to credit ratings by nationally recognized statistical rating organizations (NRSROs).

The changes were required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and remove credit rating references from:

  • Rule 5b-3 under the Investment Company Act — a rule that permits funds to look through

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SEC Releases Report on Regulation S-K’s Disclosure Requirements

On December 20, 2013, the Securities and Exchange Commission released a report, required by Section 108 of the JOBS Act, that reviews the disclosure requirements in Regulation S-K.   The report summarizes the Commission’s prior initiatives, reviews the current disclosure requirements, and identifies two possible approaches  (a comprehensive approach and a targeted approach) for further work to develop particular recommendations for a revised disclosure regime.  The staff recommends the comprehensive approach because it believes it would be able to achieve the dual goals of streamlining requirements for companies, including emerging growth companies, and focusing on useful and material information for investors.… Read more

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SEC Issues Proposed Regulation A+

The following is the SEC’s press release and fact sheet, originally published here.  The proposed regulation is available here and the video of the SEC’s open meeting is available here.

The Securities and Exchange Commission today voted to propose rules intended to increase access to capital for smaller companies.

The SEC’s proposal would build upon Regulation A, which is an existing exemption from registration for small offerings of securities up to $5 million within a 12-month period.  The updated exemption would enable companies to offer and sell up to $50 million of securities within a 12-month period.

The … Read more

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Morrison Foerster’s Regulatory Reform Glossary

On Monday, December 16th, Morrison Foerster released what may be a first-of-its-kind regulatory reform glossary.  The glossary, which is not comprehensive,  is intended to serve as a helpful summary of neologisms and other acronyms (e.g., SIFI), nicknames (e.g., repo), and definitions (e.g., private funds), that have become frequently used in the industry.

The Regulatory Reform Glossary is available here.… Read more

Federal Agencies Adopt the Long-Awaited Volcker Rule

The following is the SEC’s press release and fact sheet on the adoption of the Volcker Rule, originally available here.  The adopting release and text of the final rule is available here.  Public statements from each of the five SEC Commissioners, including two dissents, are available here.  

Five federal agencies on Tuesday issued final rules developed jointly to implement section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”).

The final rules prohibit insured depository institutions and companies affiliated with insured depository institutions (“banking entities”) from engaging in short-term proprietary trading of … Read more

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SEC Issues Proposal on Crowdfunding

The following is the SEC’s press release and fact sheet, originally published here.  The proposed regulation is available here and the video of the SEC’s open meeting is available here.

The Securities and Exchange Commission today voted unanimously to propose rules under the JOBS Act to permit companies to offer and sell securities through crowdfunding.

Crowdfunding describes an evolving method of raising capital that has been used outside of the securities arena to raise funds through the Internet for a variety of projects ranging from innovative product ideas to artistic endeavors like movies or music.  Title III of the … Read more

SEC Proposes Rules for Pay Ratio Disclosure

The following is the SEC’s press release and fact sheet, originally published here.  The proposed rule is available here.

The Securities and Exchange Commission today voted 3-2 to propose a new rule that would require public companies to disclose the ratio of the compensation of its chief executive officer (CEO) to the median compensation of its employees.

The new rule, required under the Dodd-Frank Act, would not prescribe a specific methodology for companies to use in calculating a “pay ratio.”  Instead, companies would have the flexibility to determine the median annual total compensation of its employees in a way … Read more

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Professor John C. Coffee, Jr. to Address U.N. General Assembly on the Role of Credit Rating Agencies at 4pm Today

The following comes to us from Public Affairs at Columbia Law School:

John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia Law School, has been asked by Vuk Jeremić, president of the 67th Session of the United Nations General Assembly, to serve on a panel on the role of credit rating agencies in the global economy.

The Sept. 10 high-level debate will provide an opportunity for experts from government, international NGOs, and business to discuss the challenges associated with the current methods of credit rating agencies. Coffee, a leading expert on securities law and … Read more

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Credit Risk Retention: Agencies Propose Revised Rule

The following is a joint press release from six federal agencies on the revised credit risk retention rule, available here.

Six federal agencies on Wednesday issued a notice revising a proposed rule requiring sponsors of securitization transactions to retain risk in those transactions. The new proposal revises a proposed rule the agencies issued in 2011 to implement the risk retention requirement in the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).

This proposal is being issued jointly by the Board of Governors of the Federal Reserve System, the Department of Housing and Urban Development, the Federal Deposit … Read more

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The Marketplace of Ideas: Rethinking the Disclosure of Beneficial Ownership under Section 13(d)

The CLS Blue Sky Blog presents the third installment of our series,  “The Marketplace of Ideas.”  Earlier installments are available here and here.  The intent is to present different perspectives on the same subject by two or more authors.

Today, the subject is how the SEC should respond to Dodd Frank’s invitation to rethink the disclosure of beneficial ownership under Section 13(d).  We have asked a number of experts for their views.

Our first release, Proposals to “Reform” the Section 13D Rules:  Getting it Precisely Backwards, comes to us from Professors Ronald J. Gilson of Columbia and Stanford … Read more

The Marketplace of Ideas: Concluding Remarks on the Legal Theory of Finance (LTF)

The CLS Blue Sky Blog presents the final part of the second installment of our new series, entitled “The Marketplace of Ideas.”  Parts I, II,  III, and IV can be found hereherehere, and here.  Earlier installments are available here.  The intent is to present different perspectives on the same subject by two or more authors.

The subject is Professor Katharina Pistor’s Legal Theory of Finance (LTF).  For a short description of her theory and the format of the commentary we are releasing, please see here.  In the final release,  LTF – The Read more

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The Marketplace of Ideas: Bruno Salama, Osny da Silva Filho, and Richard Shamos on Pistor’s Legal Theory of Finance

The CLS Blue Sky Blog presents Part IV of the second installment of our new series, entitled “The Marketplace of Ideas.”  Parts I, II, and III can be found here,  here, and here.  Earlier installments are available here.  The intent is to present different perspectives on the same subject by two or more authors.

The subject is Professor Katharina Pistor’s Legal Theory of Finance (LTF).  For a short description of her theory and the format of the commentary we are releasing, please see here.

Our sixth and seventh releases come to us from Professor Bruno Read more

The Marketplace of Ideas: Professor Anna Gelpern and James P. Sweeney Weigh in on Pistor’s Legal Theory of Finance

The CLS Blue Sky Blog presents Part III of the second installment of our new series, entitled “The Marketplace of Ideas.”  Parts I and II can be found here and here.  Earlier installments are available here.  The intent is to present different perspectives on the same subject by two or more authors.

The subject is Professor Katharina Pistor’s Legal Theory of Finance (LTF).  For a short description of her theory and the format of the commentary we are releasing, please see here.

Our fourth and fifth releases comes to us from Professor Anna Gelpern of Georgetown Law … Read more

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U.S. District Court Upholds the Conflict Minerals Rule, but Vacates the Resource Extraction Rule

The U.S. District Court for the District of Columbia has released two important rulings this month that speak to the SEC’s ability to promulgate rules.   On July 23rd, the court upheld the SEC’s conflict minerals rule (see here) and on July 2nd, the court vacated and remanded the SEC’s resource extraction payment rule (see here).  Both rules were implemented pursuant to the Dodd-Frank Act.

Covington & Burling has prepared useful summaries of each opinion available here and here.… Read more

The Marketplace of Ideas: Cathy M. Kaplan and Jeremiah S. Pam Weigh in on Pistor’s Legal Theory of Finance

The CLS Blue Sky Blog presents Part II of the second installment of our new series, entitled “The Marketplace of Ideas.”  Part I can be found here.  Earlier installments are available here.  The intent is to present different perspectives on the same subject by two or more authors.

The subject is Professor Katharina Pistor’s Legal Theory of Finance (LTF).  For a short description of her theory and the format of the commentary we are releasing, please see here.

Our second and third releases comes to us from Cathy M. Kaplan of Sidley Austin and Jeremiah S. Pam … Read more

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The Marketplace of Ideas: Kathryn Judge takes on Katharina Pistor’s Legal Theory of Finance

The CLS Blue Sky Blog presents the second installment of our new series, entitled “The Marketplace of Ideas.”  Earlier installments are available here.  The intent is to present different perspectives on the same subject by two or more authors.

Today, the subject is Professor Katharina Pistor’s Legal Theory of Finance (LTF).  Her theory grew out of a two year research project – the Global Finance and Law Initiative (further described here) – that set out to critique existing theories in economics and sociology on the relation of law to finance and developed an alternative approach.  It was distilled … Read more

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SEC Lifts Historic Ban on General Solicitation and Advertising in Rule 506 and 144A Offerings

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted a final rule, available here, to implement the requirement in JOBS Act Section 201(a) to lift the historic ban on general solicitation and advertising in  Rule 506 and Rule 144A offerings.   The SEC also adopted a final rule, available here, to disqualify felons and other bad actors from utilizing Rule 506.  The new rules are scheduled to go into effect in September 2013.

In addition, the SEC  proposed new rules, available here, to increase investor protection and generate data with respect to these new changes.

Click … Read more

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SEC Proposes Money Market Fund Reforms

The Securities and Exchange Commission yesterday voted unanimously to propose rules to reform the money market fund industry.  The overall goal is to make money market funds less susceptible to runs.

According to the SEC’s press release, “[t]he SEC’s proposal includes two principal alternative reforms that could be adopted alone or in combination. One alternative would require a floating net asset value (NAV) for prime institutional money market funds. The other alternative would allow the use of liquidity fees and redemption gates in times of stress. The proposal also includes additional diversification and disclosure measures that would apply under either … Read more

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The Marketplace of Ideas: Professor Coffee and Brandon Gold on the Wachtell Bylaw

The CLS Blue Sky Blog presents its first installment of our new series, entitled “The Marketplace of Ideas.”  The intent is to present different perspectives on the same subject by two or more authors.

Today, Professor John C. Coffee, Jr. of Columbia Law School responds to Mr. Brandon Gold, a fellow in the Harvard Law School Program on Corporate Governance, who will be an associate with Schulte Roth & Zabel LLP this fall.  Mr. Gold’s post, available here, argues, for a number of reasons, that a proposed bylaw suggested by Wachtell, Lipton is overbroad and potentially invalid.

The proposed … Read more

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Editor's Tweet: Introducing "The Marketplace of Ideas" Professor Coffee and Brandon Gold offer different views on the Wachtell Bylaw