Financial Services in 2013 and Beyond: Adapting to the New Regulatory Climate

The following comes to us from Charles M. Horn, a partner at Morrison & Foerster LLP. 

The enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act,” or “Dodd-Frank”) in 2010 was a watershed moment in the …

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Approaching Deadline for Nasdaq-Listed Companies to Implement New Compensation Committee Standards

As annual meeting season approaches, so too does the first deadline for companies listed on the NASDAQ Stock Market (Nasdaq) to comply with amended compensation committee rules. Traditionally, evaluation of director independence of Nasdaq-listed companies differed for purposes of serving …

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Editor's Tweet: Arnold & Porter Discusses Approaching Deadline for Nasdaq-Listed Companies to Implement New Compensation Committee Standards

Europe’s OTC Derivatives Regulation: An Overview of the New Framework

The “European Market Infrastructure Regulation,” known as EMIR, was adopted on July 4, 2012, as the Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (EU 648/2012), and took effect in all EU Member States on August 16, 2012. As …

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Shareholder Activism and Ethics: Are Shareholder Bonuses Incentives or Bribes?

This is the heyday of institutional investor activism in proxy contests.  Insurgents are running more slates and targeting larger companies.  They are also enjoying a higher rate of success:  66% of proxy contexts this year have been at least partially …

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Editor's Tweet: Professor John C. Coffee Jr. of Columbia Law School discusses whether bonuses from shareholder activists are incentives or bribes?

Irredeemably Inefficient Acts: A Threat to Markets, Firms, and the Fisc

My forthcoming article, Irredeemably Inefficient Acts: A Threat to Markets, Firms, and the Fisc, identifies a category of acts that clearly and inevitably reduce social welfare.  These acts—which I call irredeemably inefficient—have not been expressly recognized in previous …

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Editor's Tweet: Professor Alex Raskolnikov of Columbia Law School discusses his new paper on Irredeemably Inefficient Acts.

Sullivan & Cromwell discusses the CFTC’s final rules on the Inter-Affiliate Swap Clearing Exemption

On April 1, 2013, the Commodity Futures Trading Commission (the “CFTC”) voted four to one to adopt final rules implementing an exemption from the mandatory clearing requirement (the “Clearing Mandate”) under section 2(h) of the Commodity Exchange Act, as amended …

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Editor's Tweet: Sullivan & Cromwell discusses the CFTC's final rules on the Inter-Affiliate Swap Clearing Exemption:

Dodd-Frank’s Missed Opportunity on Whistleblower Law

One of the highest-profile provisions of the Dodd-Frank Act is Section 922. That provision provides protection and monetary awards for whistleblowers. To qualify, the whistleblower must provide information to the Securities and Exchange Commission that leads to the recovery of …

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Editor's Tweet: Professor Anthony J. Casey of University of Chicago Law School discusses Dodd-Frank’s Missed Opportunity on Whistleblower Law

How much does management influence shareholder votes?

In the paper, “Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay”, which was recently made publicly available on SSRN, my co-author (David Oesch of the University of St. Gallen) and I …

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Editor's Tweet: Professor Fabrizio Ferri of Columbia Business School discusses how much management influences the frequency of Say on Pay votes?

Sullivan & Cromwell Discusses How Companies Should Prepare for Potential Proxy Disclosure Litigation

Plaintiffs’ attorneys have continued to bring, or threaten, litigation against U.S. companies following the filing of their annual proxy statements. These complaints generally allege disclosure deficiencies in connection with the approval of equity compensation plans and/or the advisory shareholder “say-on-pay” …

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Editor's Tweet: Sullivan & Cromwell Discusses How Companies Should Prepare for Potential Proxy Disclosure Litigation

Money Market Fund Reform: Endorsement of the Minimum Balance at Risk Proposal

On February 28, I submitted a letter on Money Market Fund Reform to the Financial Stability Oversight Council in response to their November 2012 request for comments on a number of alternative proposals.  I endorse the so-called “Minimum Balance at …

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Editor's Tweet: Professor Jeffrey N. Gordon of Columbia Law School discusses Money Market Fund Reform

Skadden on Swap Regulation: The CFTC and SEC Chart the Road Ahead

The Dodd-Frank Act authorized the CFTC and the SEC to develop comprehensive regulations for swap transactions and security-based swaps, respectively. Considering swaps generally were unregulated before Dodd-Frank, the CFTC and the SEC have been writing for two years on a …

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Editor's Tweet: Skadden discusses the road ahead for swap regulation

Why Buckley v. Valeo May Solve the CFPB’s Most Pressing Dilemma

On January 25, the D.C. Circuit issued a controversial decision in the Noel Canning case.[1]  The Court invalidated three of President Obama’s recess appointments to the National Labor Relations Board after finding that the President overreached in making the …

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Editor's Tweet: Jason W. Parsont of Columbia Law explains why Buckley v. Valeo may solve the CFPB’s most pressing dilemma

Market Discipline: The Next Generation

My forthcoming article, Interbank Discipline, draws attention to the important role that banks play monitoring and disciplining other banks.  To understand the significance of interbank discipline, the Article proposes a new way of thinking about market discipline more generally.  …

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Editor's Tweet: Professor Kathryn Judge of Columbia Law School discusses the next generation of market discipline.

The Custom-to-Failure Cycle

The article, The Custom-to-Failure Cycle, which I wrote with my research assistant Lucy Chang (Duke Law School class of 2012), examines how reliance on heuristic-based customs can lead to financial failures. In areas of complexity, people often rely on …

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Editor's Tweet: Professor Steven Schwarcz of Duke Law discusses his recent article with Lucy Chang on the cycle leading from custom to failure.