Insights from Winston & Strawn

On August 5th, the Securities and Exchange Commission (“SEC”) adopted a final rule requiring public companies to disclose the ratio of the compensation of their chief executive officers to the median compensation of their employees (the “Rule”). The Rule was mandated by the Dodd­Frank Wall Street Reform Consumer and Protection Act (the “Dodd­Frank Act”). Issuer’s will be required to make a pay ratio disclosure in any filing described in Item 10(a) of Regulation S­K that requires executive compensation disclosure pursuant to Item 402 of such regulation. The largest burden is expected to be associated with companies’ annual filing of Form 10­K. Other filings that may require a disclosure include registration statements, proxy statements and information statements. Companies must account for U.S. and non­U.S. (with very limited exceptions), full­time, part­time, temporary and seasonal employees, as well as employees of its consolidated subsidiaries. Many SEC registrants will be subject to the Rule. However, there are exclusions available for emerging growth companies, smaller reporting companies, and foreign private issuers.

Business groups have generally opposed the imposition of the proposed rule, not the least of their concerns being generated by the staggering compliance costs, which, even for just the initial compliance costs and by the SEC’s own estimates, are expected to exceed $1.3 billion for all issuers, or nearly $370,000 per issuer. Ongoing compliance costs varied widely among market participants, but the SEC estimated ongoing compliance costs to be approximately 40% of first year costs (an annual estimated industry wide expense of more than half a billion dollars). The Rule will permit companies some flexibility. Notably, the Rule allows companies some options in selecting the methodology that will be used to determine their median employee and that employee’s compensation. Registrants may use reasonable estimates of annual total compensation or any elements of total compensation and may also use the entire employee population, statistical sampling of the employee population, and/or other reasonable methods.

Additionally, companies may determine the median employee once every three years rather than every year (as was contemplated in the proposed rule); provided, however, that there have been no changes to the company’s employee population or compensation arrangements which would reasonably cause the company to believe there would be significant changes to the pay ratio disclosure.

Special transition rules apply to newly public companies and companies that have recently completed an acquisition of another company.

The Rule is expected to become effective 60 days after publication in the Federal Register, and companies will have to start reporting the new pay ratio disclosures in the first fiscal year beginning on or after January 1, 2017. The full text of the Rule is available at: SEC Final Rule.

Please contact your Winston and Strawn LLP attorney for guidance in complying with the full text of the Rule.

Sterling Sears

Feature: Corporate Governance

With the conclusion of the 2015 proxy season, the Harvard Law School Forum on Corporate Governance and Financial Regulation (the “HLS Forum”) published Ann Yerger’s blogpost, “Four Takeaways from Proxy Season 2015.” Yerger highlights key themes gleaned from this year’s proxies. Among other things, she notes an increased interest in proxy access; an increase in management­investor engagement on corporate governance issues; the continued presence of activist hedge funds; and large investor interest in environmental and social risk.

The oversight of risk culture is the subject of a recent paper included in The Conference Board’s Director Notes series. Authored by Parveen P. Gupta and Tim Leech, “The Next Frontier for Boards: Oversight of Risk Culture” provides an overview of new regulatory expectations of corporate boards. Matteo Tonello posted an abstract of the paper on the HLS Forum and it may be viewed here.

The HLS Forum also includes Phil Quinn’s synopsis of his paper “Managerial Ownership and Earnings Management: Evidence from Stock Ownership Plans.” Quinn’s paper reviews corporate stock ownership plans to examine the relationship between ownership and earnings management. He uses four earnings management measures to see whether ownership plans are associated with a reduction in earnings management, finding evidence of a reduction in earnings management in all four. View the blogpost here.

The CLS Blue Sky Blog posted Reena Aggarwal’s summary of "The Power of Shareholder Votes: Evidence from Director Elections," which she co­wrote with Sandeep Dahiya and Nagpurnanand Prabhala. The paper asks whether shareholder director votes matter in uncontested elections. The authors conclude that they do, noting that “[l[ow shareholder support for a director has negative consequences for the director both within the firm and in the market for directors.”

With Jason D. Schloetzer and Rohan Williamson, Aggarwal also wrote “The Impact of Governance Mandates on the Evolution of Firm Value and Governance Culture” for the CLS Blue Sky Blog. The paper analyzes new listing standards adopted by the NYSE and NASDAQ to see their effect on long­term firm value and non­mandated governance practices.

J. Robert Brown Jr. of The Race to the Bottom wrote a two­part blog entitled “The Continuing Problem of the Lack of Impartiality with Respect to the Disclosure of Preliminary Voting Tallies.” The blogposts recount the efforts of Mike Garland, Assistant Comptroller for Corporate Governance and Responsible Investment at the New York City Office of the Comptroller, to obtain preliminary voting material during the 2015 proxy season. As Brown notes, the “results are not pretty.” View Part 1 of the series here and Part 2 here.

Banking Agency Developments

Federal Deposit Insurance Corporation

FDIC Issues List of Banks Examined for CRA Compliance

On August 4th, the Federal Deposit Insurance Corporation (“FDIC”) issued its list of state nonmember banks recently evaluated for compliance with the Community Reinvestment Act (“CRA”). The list covers evaluation ratings that the FDIC assigned to institutions in May 2015. FDIC Press Release.

Federal Reserve Board

Federal Reserve Board Offers 14­Day Term Deposits Through its Term Deposit Facility

On August 5th, the Federal Reserve Board (“FRB”) announced that it would be conducting a floating­rate offering of term deposits with an early withdrawal feature through its Term Deposit Facility (“TDF”). The FRB will offer 14­ day term deposits with a rate set equal to the sum of the interest rate paid on excess reserves (currently 25 basis points) plus a fixed spread of 1 basis point. Federal Reserve Press Release.

Federal Reserve Board Announces Plans to Continue Periodic Testing of Term Deposit Facility Operations in August

On August 3rd, the FRB announced that it plans to continue periodic testing of TDF operations in August (one on August 6th for 14­day term deposits and one on August 13th for 7­day term deposits). These operations are aimed at ensuring the operational readiness of the TDF and providing eligible institutions with a chance to maintain familiarity with term deposit procedures. Federal Reserve Board Press Release.

Office of the Comptroller of the Currency

Comptroller Discusses Responsible Innovation and Risk Management

On August 7th, during a conference sponsored by the Federal Home Loan Bank of Chicago, Comptroller of the Currency Thomas J. Curry discussed how innovation can benefit the financial system, the role banks play, and what the Office of the Comptroller of the Currency (“OCC”) is doing to better understand the benefits and risks of innovative products and services. OCC News Release 2015­111.

OCC Appoints Two New Officers

On August 6th, the OCC named Stephen W. Warren its new Chief Information Officer (“CIO”). As CIO, Mr. Warren will lead all OCC information technology programs. OCC News Release 2015­110. On August 5th, the OCC named Linda Cunningham as its first Chief Risk Officer, reporting directly to the Comptroller of the Currency. In her role, Ms. Cunningham will lead the OCC’s newly created Office of Enterprise Risk Management and the agency’s Enterprise Risk Committee. OCC News Release 2015­109.

OCC Releases CRA Evaluations for 33 National Banks and Federal Savings Associations

On August 5th, the OCC released a list of CRA performance evaluations that became public during the month of July 2015. The list contains only national banks, federal savings associations, and insured federal branches of foreign banks that have received ratings. OCC News Release 2015­108.

OCC Comptroller Addresses Efforts to Ease Regulatory Burden on Community Banks

On August 4th, at the fourth outreach meeting conducted under the Economic Growth and Regulatory Paperwork Reduction Act (“EGRPRA”), Comptroller Curry addressed efforts to ease the burden of regulation on community national banks and federal savings associations. OCC News Release 2015­107.

OCC Clarifies Quantitative Limits on Physical Commodity Transactions

On August 4th, the OCC published a bulletin clarifying its expectations regarding the extent to which national banks and federal branches or agencies of a foreign bank may make or take delivery of a physical commodity to hedge commodity derivatives transactions. OCC Bulletin 2015­35.

OCC Publishes Guidance on Risk Management

On August 4th, the OCC issued guidance to outline safety and soundness measures that national banks and federal savings associations should follow if they offer tax refund­related products. OCC Bulletin 2015­36.

Treasury Department Developments

FinCEN Renews and Broadens Geographic Targeting Orders on Border Cash Shipments in California and Texas

On August 7th, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) renewed a Geographic Targeting Order (“GTO”) currently in place for armored cars and other common carriers of currency at two border crossings in Southern California and issued a new, similar, GTO applicable to carriers crossing the border at eight major ports of entry in Texas. The GTOs’ reporting and recordkeeping requirements are designed to enhance the transparency of cross­border money movements and prevent the attempted exploitation of reporting exemptions by some carriers suspected of moving dirty cash for Mexican drug trafficking organizations. FinCEN Press Release.

Treasury Imposes Sanctions on Financial Supporters of Terrorists

On August 5th, the U.S. Department of the Treasury imposed sanctions on two financiers who have been labeled as Specially Designated Global Terrorists (“SDGTs”) pursuant to Executive Order 13224. The Treasury froze any assets that these individuals may have under U.S. jurisdiction. It also generally prohibited U.S. persons from doing business with these individuals. U.S. Treasury Press Release.

Office of Financial Research Paper Compares U.S. and Global Systemically Important Banks

On August 4th, the Office of Financial Research (“OFR”) published a brief in which it examines a set of systemic importance indicators established by the Basel Committee on Banking Supervision and compares the largest

U.S. banks with the largest foreign banks.

CFPB Provides Guidance About Private Mortgage Insurance Cancellation and Termination

On August 4th, the Consumer Financial Protection Bureau (“CFPB”) issued a bulletin providing guidance to mortgage servicers regarding the cancellation and termination of private mortgage insurance. The bulletin explains certain requirements of the Homeowners Protection Act and is intended to help servicers comply with the law.

Treasury Departmentand Federal Reserve Board Speeches at The Brookings Institution

On August 3rd, Counselor to the Secretary of the U.S. Treasury, Antonio Weiss, gave a speech at The Brookings Institution’s conference on U.S. bond market structure in which he discussed the factors that contributed to the October 15, 2014 volatility in Treasury markets. Weiss also highlighted some questions regarding market structure and suggested a preliminary framework for evaluating potential risks and policy responses. At the same conference, U.S. Federal Reserve Board Governor Jerome H. Powell discussed the current structure of the Treasury markets. Both Weiss and Powell discussed the negative effects of high­frequency trading in U.S. bonds and called for closer scrutiny of the practice. See also Reuters.

Securities and Exchange Commission

Final Rules

Dissent Among SEC Commissioners Regarding Pay Ratio Disclosure Rule

In approving the pay ratio disclosure rule (the "Rule"), SEC Chair Mary Jo White praised the final rule’s reasonableness and flexibility. White Remarks. Commissioners Stein and Aguilar also spoke in favor of the version of the Rule that was adopted. See Aguilar Remarks (concurring) and Stein Remarks (concurring). However, Commissioner Daniel Gallagher objected to the Rule’s adoption, expressing concern that the Rule is “nakedly political” and may improperly compel corporate speech. Gallagher Remarks (dissenting). Similarly, Commissioner Piwowar also had reservations about the Rule. See Piwowar Remarks (dissenting).

SEC Approves Final Dealer Registration Rules for Security­Based Swaps Entities

On August 5th, the SEC adopted final rules regarding the registration of security­based swap (“SBS”) dealers and major security­based swap participants. Among other things, the final rule establishes a process for SBS entities to register with the SEC, requires SBS entities to certify that associated persons are not subject to statutory disqualification, and provides a limited exception to the prohibition on SBS entities associating with persons subject to disqualification under certain circumstances to newly­registered entities. The final rule will be effective 60 days after publication in the Federal Register. SEC Press Release. See also remarks from Chair White and Commissioners Aguilar, Gallagher, Piwowar and Stein.

Updated EDGAR Filer Manual

On August 3rd, the SEC issued a final rule adopting the updated EDGAR Filer Manual. The revisions reflect updates and software changes to the EDGAR system, including new submission form types for Nationally Recognized Statistical Rating Organizations filers, new applicant types for use by filers when applying for EDGAR access, and updates to forms related to the amendments to Regulation A. The final rule will be effective upon publication in the Federal Register.

Proposed Rules

SEC Proposes Rule Allowing Security­Based Swap Entities to Associate with Statutorily Disqualified Persons

On August 5th, the SEC, at its open meeting, proposed a rule that would establish the conditions under which an SBS entity may apply for an order allowing an associated person subject to statutory disqualification to effect or be involved in effecting SBS transactions on its behalf. Among other things, the proposed rule would permit SBS entities to associate with persons subject to statutory disqualification for 30 days after that person becomes associated with the entity and for 180 days after submitting an application for a waiver under the proposed rule. Comments should be submitted within 60 days of publication in the Federal Register, which is expected shortly. SEC Release No. 34­75612.

Guidance

SEC Issues No­Action Letter Clarifying Regulation D’s General Solicitation Prohibition

On August 6th, the Division of Corporation Finance issued a no­action letter in response to an inquiry by Citizen VC, Inc., concluding that Citizen VC, Inc.’s policies and procedures would create a substantive, pre­existing relationship with prospective investors such that offers of securities made on its online venture capital investment platform would not constitute general solicitation or advertising under Rule 502(c) of Regulation D. No­Action Letter.

SEC Updates CDIs Regarding General Solicitation Prohibition under Regulation D

On August 6th, the Division of Corporation Finance issued updated Compliance and Disclosure Interpretations for Securities Act Rules related to Rule 502(c) of Regulation D, which prohibits general solicitation by issuers offering or selling securities under Regulation D, and Securities Act Forms related to sales compensation information on Form D.

SEC Clarifies Whistleblower Rules

On August 4th, the SEC issued an interpretative release to clarify the employment retaliation provisions of its whistleblower rules under Section 21F of the Securities Exchange Act. In the release, the SEC explained that an individual who does not follow the reporting procedures under the rules will still qualify as a whistleblower eligible for employment retaliation protections under the Securities Exchange Act. In order to qualify for the award and heightened confidentiality provisions, an individual must follow the reporting procedures specified by Rule 21F­9(a). SEC Release No. 34­75592.

Speeches

Gallagher’s “Swan Song” Is a Dodd­Frank Act Lament

On August 4th, speaking before the U.S. Chamber of Commerce, SEC Commissioner Daniel Gallagher reflected on the effects of the Dodd­Frank Act on the fifth anniversary of its enactment. Gallagher described what he considered the failures of the Dodd­Frank Act, charging it with “strangling our economy, increasing the fragility of the financial system, and politicizing our independent financial regulators.” Gallagher went on to criticize the formation of the Financial Stability Oversight Council (“FSOC”) as an example of the Dodd­Frank Act placing too much authority over the economy in the hands of prudential regulators, and thereby weakening the voices of capital market regulators. Gallagher concluded by calling upon the SEC to shift its focus away from Dodd­Frank Act rulemaking and toward updating its existing programs. Gallagher Remarks.

Commodity Futures Trading Commission

U.S. Aluminum Producer Criticizes CFTC Over its Intervention in London Metal Exchange’s Warehousing Reform Plan

On August 5th, Alcoa Inc. challenged the U.S. Commodity Futures Trading Commission’s (“CFTC”) intervention in the London Metal Exchange’s (“LME”) warehousing reform plan. Alcoa Inc.’s general counsel reached out to CFTC Chairman Timothy Massad and accused the CFTC of improperly attempting to regulate a foreign exchange by privately pushing for the LME to introduce reforms, including a cap on warehouse rents. Reuters.

Staff Approves a Public Comment Extension for Certification Filing to Amend the Position Limits on NYISO Zone G Futures Contracts

On August 5th, the CFTC’s Division of Market Oversight (“DMO”) announced that it has granted ICE Futures U.S. a 45­day extension of the public comment period and a 60­day extension of the stay period for Submission No. 15­101, dated May 11, 2015. ICE Futures U.S.’s proposed amendments would adopt a new estimation for deliverable supply on which position limits for eight of their NYISO Zone G futures contracts would be based. Comments must be submitted on or before September 21, 2015. Release PR7207­15.

New York Financial Advisor and His Companies Ordered to Pay Over $1 Million for Commodity Pool Fraud and Unregistered Activity

On August 5th, the CFTC announced that the U.S. District Court for the Southern District of New York entered a Consent Order of permanent injunction against defendants Wayne P. Weddington III and his companies. The order, which stems from CFTC complaints charging defendants with solicitation fraud, misappropriating customer funds, making false statements, and acting in unregistered capacities, requires the defendants jointly to pay a $650,000 monetary penalty and restitution of $375,039 to defrauded customers. Release PR7208­15.

Federal Rules Effective Dates

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Exchanges and Self­Regulatory Organizations

CBOE Futures Exchange

CFE Proposes Changes to Disruptive Trading Practices Rule

On August 3rd, the SEC solicited comments on the CBOE Futures Exchange’s (“CFE”) proposed rule change to CFE Rule 620 regarding disruptive trading practices. The rule amendments seek to provide additional guidance regarding disruptive trading activity by specifying the types of order entry and trading practices the CFE considers abusive and providing a list of factors the CFE will consider when determining whether trading activity is abusive in violation of CFE Rule 620. Comments should be submitted on or before August 28, 2015. SEC Release No. 34­75589.

Chicago Stock Exchange

SEC Delays Decision on CHX SNAP

On August 6th, the SEC designated October 6, 2015, as the date by which it will either approve or disapprove the rule change proposed by the Chicago Stock Exchange, Inc. that would implement CHX SNAP, an intra­day and on­demand auction service for market participants looking to trade securities in bulk. SEC Release No. 34­ 75630.

Financial Industry Regulatory Authority

SEC Approves Changes to FINRA Rules Governing Cease and Desist Orders

On August 6th, the SEC approved the proposed rule change filed by the Financial Industry Regulatory Authority (“FINRA”) that would amend FINRA’s rules related to temporary and permanent cease and desist orders. Among other things, the rule will lower the evidentiary standard used in temporary cease and desist proceedings and will provide expedited proceedings for enforcing violations of temporary and permanent cease and desist orders. SEC Release No. 34­75629.

FINRA Approves Rules Governing Sales of Securities to Military Members

On August 6th, the SEC approved FINRA’s adoption of new FINRA Rule 2272, which would govern sales or offers of sales of securities to members of the U.S. military and their families on military premises. Among other things, the proposed rule places restrictions upon FINRA members offering and selling securities to members of the military, including disclosing that the securities offered are not offered, recommended, or sanctioned by the federal government, satisfying suitability requirements, and prohibiting referral fees in connection with any offers or sales of securities to military personnel. SEC Release No. 34­75633.

FINRA Seeks Indicator for TRACE Reports Lacking Commission or Mark­up/Mark­down Information

On August 3rd, the SEC provided notice that FINRA has filed a proposed change to FINRA Rule 6730, which would require firms to indicate when trade reports do not reflect a commission or mark­up/mark­down when reporting transactions involving TRACE­Eligible Securities. Comments should be submitted on or before August 28, 2015. SEC Release No. 34­75588.

SEC Approves FINRA’s Web­Based Delivery of Continuing Education

On July 31st, the SEC approved amendments to FINRA Rule 1250 establishing a web­based delivery method for registered persons to complete the Regulatory Element of the continuing education requirements. As part of the implementation of the online continuing education program, the amendments establish a fee of $55 for each participant who completes the Regulatory Element by using the web­based delivery method. The rule will become effective October 1, 2015. FINRA Regulatory Notice 15­28.

ICE Clear Credit LLC

Amendments to ICE’s Risk Management Subcommittee Provisions Approved

On August 6th, the SEC approved a rule proposed by ICE Clear Credit LLC (“ICC”) amending its rules to correct inconsistencies in the provisions regarding the Risk Management Subcommittee. SEC Release No. 34­75634.

ICE Clear Europe Limited

ICE Clear Europe Proposes Changes to End­of­Day Price Discovery Policies

On August 6th, the SEC solicited comments on a rule change proposed by ICE Clear Europe Limited (“ICE Clear Europe”) to its end­of­day price discovery policies and procedures for credit default swaps. Among other things, the proposed rule would impose consequences under the Firm Trade Methodology for members who deliver price discovery submissions with obvious errors and require members to provide price submissions for all single name credit default swap instruments. Comments should be submitted within 21 days of publication in the Federal Register, which is expected the week of August 10, 2015. SEC Release No. 34­75624.

International Securities Exchange, LLC

SEC Denies ISE’s Changes to Its Opening Process

On August 6th, the SEC disapproved International Securities Exchange, LLC’s (“ISE”) proposal to change its opening process by moving from a single price opening to a process which may have resulted in four separate opening prices for a single option series. The SEC concluded that the proposed rule would not comply with Section 5 of the Options Linkage Plan and was inconsistent with rules Section 6(b)(5) of the Securities Exchange Act, which requires that the design of exchanges prohibit manipulative trading. SEC Release No. 34­75632.

NFA to Implement Phase 2 of Asset Reporting Requirements

On August 7th, the National Futures Association (“NFA”) announced that on August 31, 2015 it will commence implementation of Phase 2 of NFA Financial Requirements Section 14, which requires Forex Dealer Members (“FDMs”) that hold assets used to cover retail forex customer liabilities to report balances daily to the NFA. Phase 1 required all bank depositories holding assets to cover the amount owed to forex customers to report end­of­day balances to the NFA. Phase 2 will extend the requirement to all other depositories; reporting of end­of­day balances will begin September 1, 2015. NFA Notice I­15­20.

NYSE

SEC Hesitates on Amendments Allowing Early Stage Companies to Bypass Shareholder Approval On August 4th, the SEC instituted proceedings to determine whether to disapprove a New York Stock Exchange (“NYSE”) proposed rule change that would amend the NYSE Listed Company Manual to exempt early stage companies from the requirement of obtaining shareholder approval prior to issuing shares for cash to related parties, their affiliates, or entities in which a related party has a substantial interest. Comments should be submitted within 21 days after publication in the Federal Register, which is expected during the week of August 10, 2015. Rebuttals should be submitted within 35 days. SEC Release No. 34­75599.

NYSE’s New Market Model and Supplemental Liquidity Providers Pilot Rules Approved

On July 31st, the SEC issued an order approving the NYSE’s proposed rule changes that make permanent the rules of its New Market Model and Supplemental Liquidity Providers pilot programs. SEC Release No. 34­75578.

Municipal Securities Rulemaking Board

MSRB Proposal on Non­Solicitor Municipal Advisors Scrutinized

On August 6th, the SEC instituted proceedings to consider whether to disapprove a rule change proposed by the Municipal Securities Rulemaking Board (“MSRB”) that would establish standards of conduct and duties of non­ solicitor municipal advisors and books and records requirements for municipal advisors when reviewing recommendations by other parties. Comments should be submitted within 21 days after publication in the Federal Register, which is expected during the week of August 10, 2015. Rebuttal comments should be submitted within 35 days. SEC Release No. 34­75628.

Judicial Developments

Appointment of SEC ALJs Is Likely Unconstitutional in Violation of the Appointments Clause

On August 3rd, the U.S. District Court for the Southern District of New York determined that SEC administrative law judges (“ALJ”s) are ”not appropriately appointed pursuant to Article II” and therefore their “appointment is likely unconstitutional in violation of the Appointments Clause.” Plaintiff had alleged that administrative proceedings conducted by the SEC violate Article II of the Constitution because ALJs responsible for adjudicating those proceedings “enjoy at least two layers of tenure protection.” The court gave the SEC seven days to cure any such violation, which could be easily cured by having the SEC Commissioners issue an appointment or preside over the matter themselves. Duka v. U.S. Securities and Exchange Commission.

CFTC Not Party to Settlement and Court Can Consider Certain Investor Affidavits in Fraudulent Inducement Case

On August 3rd, the Eighth Circuit Court of Appeals affirmed a district court’s granting of summary judgment to the CFTC which had alleged that the defendants fraudulently induced over 130 individuals to invest $4.7 million in commodity pools operated by the defendants, in violation of the Commodity Exchange Act. The Eighth Circuit held, among other things, that the district court was not barred from considering investor affidavits provided in support of the CFTC’s summary judgment motion, as the CFTC was not a party to the settlement agreements between those investors and the appealing defendant. United States Commodity Futures Trading Commission v. Kratville.

Industry News

SEC Is Gradually Gaining Witness Cooperation

On August 6th, MarketWatch reported that the SEC practice of formally granting credit for witness cooperation is growing at a steady pace. Since 2010, the agency has signed 91 cooperation agreements – three of those cooperators have actually testified in court. Criticism on this practice includes the fact that the SEC’s administrative law process does not carry the same protections for the use of cooperators that criminal proceedings in federal courts provide. SEC Witness Cooperation.

Undoing the Put

On August 3rd, a Bloomberg article contemplated the U.S. Federal Reserve Board’s plans to reduce liquidity in the overnight lending market by expanding its reverse repo program. Although the U.S. central bank says that its venture into money markets will be short­lived, Bloomberg pondered whether reality will allow it to do so. Bloomberg Article.

U.S. Attorney Examines Proxy Solicitation Firms

On August 3rd, The Wall Street Journal reported that the Massachusetts U.S. Attorney is examining the payment of kickbacks and bribes by the proxy solicitation industry. The investigation stems from allegations that $12,000 in entertainment was provided to an employee of a proxy advisory firm in exchange for shareholder voting information. Proxy Solicitation Firms.

ERISA Advisory Council to Meet August 18­20

On July 30th, the U.S. Department of Labor’s Advisory Council on Employee Welfare and Pension Benefit Plans, also known as the ERISA Advisory Council, announced that it will hold a meeting on August 18­20, 2015 in Washington, D.C. Open to the public, the purpose of the meeting is for ERISA Advisory Council members to consider Model Notices and Disclosures for Pension Risk Transfers; and Model Notices and Plan Sponsor Education on Lifetime Plan Participation. Organizations or members of the public may submit a written statement by August 11, 2015. Department of Labor Press Release.