Wachtell Lipton Discusses Risk Management and the Board of Directors

By Martin Lipton, Wayne M. Carlin, Daniel A. Neff, Sabastian V. Niles and Andrew R. Brownstein April 4, 2018 by Carly Goeman

The past year has seen continued evolution in the political, legal and economic arenas as technological change accelerates. Innovation, new business models, dealmaking and rapidly evolving technologies are transforming competitive and industry landscapes and impacting companies’ strategic plans and prospects …

Did Dodd-Frank Help Reduce Systemic Risk?

By Qiubin Huang March 30, 2018 by renholding

In response to the 2008 financial crisis, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was enacted on July 21, 2010 to overhaul the U.S. financial regulatory system. Dodd-Frank contains 390 rulemaking requirements, of which 274 (70.3 percent) …

Whistleblower Provisions of Dodd-Frank Deter Aggressive Financial Reporting

By Christine I. Wiedman and Chunmei Zhu March 5, 2018 by renholding

In 2011, the Securities and Exchange Commission (SEC) introduced a Whistleblower (WB) program as part of the Dodd-Frank Act to protect investors through greater deterrence of securities law violations and more effective enforcement. The program offers financial incentives to provide …

SEC Chair Talks Blockchain Scrutiny, Dodd-Frank Rulemaking, and Expectations for Gatekeepers

By Jay Clayton January 23, 2018 by renholding

Thank you for that warm welcome.[1] I am delighted to join you today by videoconference. I know Meredith [Cross] has prepared questions. I look forward to answering those, as well as questions from this distinguished audience. When I was

…

Financial Reporting Choices of Large Private Firms

By Jennifer J. Gaver, Paul Mason and Steven Utke January 17, 2018 by renholding

In recent years, there has been an increase in the number of firms opting to either forgo the public equity market or exit the market in favor of private financing.[1] Increasingly, financing for private firms comes from private funds, …

Do Corporate Whistleblower Laws Deter Accounting Fraud?

By Heemin Lee November 17, 2017 by renholding

Whistleblowers play a significant role in detecting corporate fraud. For example, recent high-profile financial frauds such as the Enron scandal and Bernard Madoff’s Ponzi scheme were brought to light by whistleblowers. To encourage more whistleblowers to come forward, the Securities …

The Case Against Activity-Based Financial Regulation

By Jeremy Kress November 16, 2017 by renholding

An October 2017 Treasury Department report on the asset management and insurance industries includes an important—and fundamentally flawed—recommendation that could change the way U.S. regulators monitor risk in the financial system. The Treasury report recommends that regulators focus on identifying …

Arnold & Porter Discusses SEC’s Pay Ratio Guidance

By Joel I. Greenberg and Sara Adler October 31, 2017 by charlesbluesky

Item 402(u) of Regulation S-K was adopted in 2015 to implement the pay ratio disclosure provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and will require pay ratio disclosure with respect to the first fiscal year beginning …

SEC Commissioner Piwowar Speaks on Market Structure

By Michael S. Piwowar October 30, 2017 by renholding

These days you rarely hear the name Financial Industry Regulatory Authority (“FINRA”) in this town [Washington, D.C.] [1] without some mention of “FINRA 360,” the comprehensive self-evaluation initiated by FINRA President and CEO Robert Cook. From what I have seen …

How to Cure Too Big To Fail

By Sanjai Bhagat September 20, 2017 by renholding

The Dodd-Frank Act’s worthy objectives were to improve the safety, resilience, efficiency, and transparency of our financial system. Yet the law has drastically diminished the credit available to low-income Americans – the very people it was supposed to help. Equally …

The Financial CHOICE Act of 2017 and the Future of SEC Administrative Enforcement

By John C. Coffee, Jr. June 22, 2017 by renholding

Professor John C. Coffee, Jr. of Columbia Law School is scheduled to speak on June 22 before the Securities and Exchange Commission’s Investor Advisory Committee, which asked him to address the CHOICE Act’s impact on the SEC’s enforcement powers. These …

Skadden Discusses Potential Impacts of the Financial CHOICE Act

By Brian V. Breheny and Marc S. Gerber June 14, 2017 by renholding

On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the Dodd-Frank Wall Street …

The Financial CHOICE Act of 2017: Will Collective Amnesia Triumph?

By John C. Coffee, Jr. May 22, 2017 by renholding

Notwithstanding decidedly hostile testimony last month from this humble columnist,[1] the U.S. House of Representatives will soon pass legislation (probably on a strict party-line basis) entitled, “The Financial CHOICE Act of 2017” (H.R. 10) (which acronym stands for “Creating …

Corporate Governance, Shareholder Proposals, and Engagement Between Managers and Owners

By J. Robert Brown, Jr. May 15, 2017 by renholding

Tucked into the Financial Choice Act (FCA), the recent endeavor in the House of Representatives to overturn significant segments of the Dodd-Frank Act, was an entirely unrelated provision. Section 844 of the FCA proposed a number of changes to Rule …

Paul Weiss Discusses Review of Dodd-Frank Provisions

By Mark S. Bergman, Andrew J. Foley, Roberto J. Gonzalez, David S. Huntington and Hank Michael May 12, 2017 by Jeff Himelson

On April 21, 2017, President Trump signed two presidential memoranda calling for review of portions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). These presidential memoranda follow the executive order signed on February …

The CHOICE Act Is a Bad Choice for Financial Reform

By Paul L. Lee April 12, 2017 by renholding

We may stand at the threshold (or is it precipice?) of repeal of important parts of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) in the House of Representatives. (Prospects for repeal in the Senate seem …

The SEC as Financial Stability Regulator

By Hilary J. Allen April 11, 2017 by renholding

The Financial Stability Oversight Council is the only regulatory body in the United States with an express mandate to “identify risks to the financial stability of the United States” and to “respond to emerging threats to the stability of the …

Orderly Resolution: Dodd Frank Versus Chapter 14

By Elham Saeidinezhad March 24, 2017 by renholding

Bailing out big financial institutions during the financial crisis was unpopular from the beginning. It was done in part because the bankruptcy code provision for the resolution of big institutions was widely considered inadequate to preserve the nation’s financial stability.…

Skadden Discusses How Trump’s Focus on Deregulation Could Shape SEC Priorities in 2017

By Brian V. Breheny, Colleen P. Mahoney and Lily S. Huang March 2, 2017 by Jeff Himelson

In his statement announcing the appointment of Jay Clayton to run the Securities and Exchange Commission (SEC), President Donald Trump said that “we need to undo many regulations which have stifled investment in American businesses, and restore oversight of the …

The Resolution of Distressed Financial Conglomerates

By Howell Jackson and Stephanie Massman February 23, 2017 by renholding

One of the most elegant legal innovations to emerge from the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 is the FDIC’s Single Point of Entry (SPOE) initiative, whereby regulatory authorities will be in a position to resolve …

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