Insights from Winston & Strawn
In a September 21, 2016 complaint filed in federal district court in Philadelphia, the Securities and Exchange Commission (“SEC”) charged Leon Cooperman and his advisory firm, Omega Advisors, Inc. (“Omega”), with insider trading. According to the SEC, Mr. Cooperman bucked the typical forms of insider trading and, instead, traded on the basis of material nonpublic information that he explicitly agreed to not use. Along with Omega, Mr. Cooperman acquired additional securities in Atlas Pipeline Partners, L.P. (“Atlas”), after obtaining information from a key executive about an upcoming sale of a significant company asset. Mr. Cooperman gained access to this executive by virtue of his status as a large Atlas shareholder and assured the executive he would not make any trades based on the information provided. Instead, Mr. Cooperman and Omega purchased substantial Atlas call options, stock, and bonds in advance of the announcement of the asset sale, the SEC alleges.
To make matters worse for Mr. Cooperman and the company executive, when Omega was subpoenaed in connection with its trading in Atlas, Mr. Cooperman contacted the executive and attempted to supply him with a false story to provide to investigators should he be questioned. In connection with an investigation concerning Mr. Cooperman’s and Omega’s conduct, the SEC issued a subpoena for Mr. Cooperman’s testimony. However, Mr. Cooperman invoked his Fifth Amendment privilege against self-incrimination in response to the SEC’s questions regarding his and Omega’s trading in Atlas securities. The SEC also charged Mr. Cooperman with over 40 violations of the federal securities laws in connection with late beneficial ownership filings. The SEC is seeking disgorgement plus interest, penalties, permanent injunctions against Mr. Cooperman and Omega, and an officer-and-director bar against Mr. Cooperman.
Feature: U.K. Regulators Propose Additional Measures to Strengthen Accountability Rules for Senior Personnel at Financial Firms
Following a six-month review of new regulations designed to hold senior managers and other high-level executives at financial firms more accountable for misconduct on the part of employees, U.K. regulators announced plans last week to expand the reach of their respective accountability rules. Both the U.K. Financial Conduct Authority (“FCA”) and the Prudential Regulation Authority (“PRA”) published a package of final rules, guidance, and proposals to strengthen the Senior Managers and Certification regime, which became effective last March after a series of financial scandals, including the manipulation of key benchmark rates, left senior banking executives relatively unscathed.
In a column published in The Guardian, FCA chief executive Andrew Bailey noted that the FCA has carefully followed the implementation of the regime to make sure that firms understand the responsibilities for senior managers. The FCA released the results of its supervisory review of the Statements of Responsibilities and management responsibilities maps submitted by U.K. banks, investment firms, building societies, and credit unions, as well as branches of banks from within and outside the European Economic Area. While Bailey said that most firms have complied with the new requirements, the FCA also found “evidence of overlapping or unclear allocation of responsibilities” as well as instances where firms distributed responsibility among junior staff, a practice that makes it more difficult to discern who has ultimate responsibility if misconduct occurs. Bailey maintained that the practice “goes against the intention of the senior managers and certification regime and should not continue.”
The package released by the FCA includes final rules on regulatory references that establish requirements for firms to share relevant information about former employees with poor conduct histories who apply for positions at other firms. Under the final rules, all banks and insurers will be required to request references from all previous employers in the last six years of an individual applying for roles covered by the accountability regime. Former employers will be required to disclose information regarding disciplinary actions, breaches of an individual conduct requirement, and findings that the individual was not fit and proper. The FCA has included a five-month transitional period for firms to make necessary changes to their processes and systems and will require full compliance with the rules by March 7, 2017. The PRA published a policy statement that contains its final rules regarding regulatory references for PRA-authorized firms.
Alongside the final rules on regulatory references, the FCA requested comments on several new proposals, including a consultation paper that would expand the application of its conduct rules, which currently apply to Senior Managers, to include standard non-executive directors (“NEDs”) in banks, building societies, insurance firms, credit unions and dual-regulated investment firms. The FCA’s proposal responds to amendments to the Bank of England and Financial Services Act 2016 that permit the regulator to extend individual rules of conduct to all directors and not just those who perform a Senior Manager role. Comments should be submitted on or before January 9, 2017. The PRA published its own version of the proposal in a separate consultation paper.
The FCA also requested comments on proposed amendments to its Decision and Procedure and Penalties Manual that will provide guidance on the FCA’s approach to enforcing the “duty of responsibility” under the accountability regime. Currently, the “duty of responsibility” permits the FCA and the PRA to take action against Senior Managers if they do not take reasonable steps to prevent violations of regulatory requirements by their firm in their areas of responsibility. The FCA’s proposed guidance includes a non-exhaustive list of factors that the FCA will consider when determining whether a Senior Manager has breached the duty of responsibility. Comments should be submitted on or before January 9, 2017. The PRA published its proposed amendments separately.
In addition to the consultation papers, the FCA also opened a discussion on the application of the Senior Managers regime to a firm’s legal function. The FCA’s discussion paper seeks to clarify why the legal function currently falls under the Senior Managers regime, which requires a Senior Manager to have “overall responsibility” for all areas of the firm, and responds to concerns about whether including the legal function under the regime might compromise the legal function’s independence and ability to offer legally privileged and impartial advice. Comments on the discussion paper should be submitted on or before January 9, 2017.
Finally, the FCA requested comments on a consultation paper that proposes to apply new whistleblowing requirements, which became effective for U.K. firms at the beginning of September, to U.K. branches of overseas banks. The FCA introduced the rules as part of the Senior Mangers regime in an effort to encourage banking whistleblowers to come forward. Under the proposal, the U.K. branches of foreign banks would be required to inform their U.K.-based employees about the whistleblowing services offered by the FCA and the PRA. Comments should be submitted on or before January 9, 2017. The PRA published its own consultation on the expansion of the whistleblowing rules separately, noting that it expects the final rules to come into effect in a year.
Banking Agency Developments
Enforceable Guidelines for Recovery Planning
On September 29th, the Office of the Comptroller of the Currency (“OCC”) announced that it is publishing final guidelines that establish enforceable standards for recovery planning by insured national banks, federal savings associations, and federal branches of foreign banks with average total consolidated assets of $50 billion or more.
Revised Comptroller’s Licensing Manual Booklet Issued
On September 28th, the OCC announced that it has issued the “Charters” booklet of the Comptroller’s Licensing Manual, which replaces the booklet of the same title issued in February 2009. The revised booklet incorporates updated chartering procedures and requirements following the integration of the Office of Thrift Supervision into the OCC in 2011 and the issuance of revised regulations that became effective July 1, 2015, addressing chartering of both national banks and federal savings associations.
Comptroller Discusses How Best to Assess Foreign Correspondent Banking Risk
On September 28th, Comptroller of the Currency Thomas J. Curry discussed re-evaluation of risks associated with foreign correspondent banking. His remarks came during an appearance at the 15th Annual Anti-Money Laundering and Financial Crime Conference.
FFIEC Announces Availability of 2015 Data on Mortgage Lending
On September 29th, the Federal Financial Institutions Examination Council (“FFIEC”) announced the availability of data on mortgage lending transactions at 6,913 U.S. financial institutions covered by the Home Mortgage Disclosure Act. Covered institutions include banks, savings associations, credit unions, and mortgage companies.
Comments Requested on Proposal to Modify Capital Plan and Stress Testing Rules for 2017 Cycle
On September 26th, the Board invited public comment on a proposed rule to modify its capital plan and stress testing rules for the 2017 cycle. Among other changes, the proposal would tailor the Board’s Comprehensive Capital Analysis and Review (“CCAR”) to remove certain large and noncomplex firms from the qualitative assessment of CCAR. Notice
Comments Requested on Proposed Rule to Strengthen Existing Requirements and Limitations on Physical Commodity Activities of Financial Holding Companies
On September 23rd, the Board invited public comment on a proposed rule that would strengthen existing requirements and limitations on the physical commodity activities of financial holding companies. The proposal would help reduce the catastrophic, legal, reputational, and financial risks that physical commodity activities pose to financial holding companies. Board Memo. Notice
Securities and Exchange Commission
SEC Approves Enhanced Regulatory Framework for Securities Clearing Agencies
At its Open Meeting on September 28th, the Securities and Exchange Commission (“SEC”) voted to adopt final rules that will establish enhanced standards for the operation and governance of securities clearing agencies that are deemed systemically important or that are involved in complex transactions, such as security-based swaps. The final rules will require covered clearing agencies to implement and maintain policies and procedures designed to address all major elements of its operations, including, among other things, governance and comprehensive risk management; financial risk management; general business risk; access requirements; and settlement and depository systems. The final rules will become effective 60 days after publication in the Federal Register. SEC Press Release. SEC Commissioner Kara M. Stein voted in favor of the new rules, but raised concerns that the rules contained “too much wiggle room” and only “marginally decrease the risk posed by systemically important clearing agencies.” SEC Commissioner Michael S. Piwowar called the final rules “the best approach we currently have at setting heightened standards for the clearing agencies we regulate,” but maintained that the regulatory approach taken under the Dodd-Frank Act has failed to reduce systemic risk by “cram[ming] as much risk” as possible into central counterparty clearing agencies. See also SEC Chair Mary Jo White’s statement.
Proposed Rules and Requests for Comment
SEC Proposes to Amend Definitions to Include More Clearing Agencies under New Regulatory Framework
On September 28th, the SEC voted to propose rule amendments that would revise the definition of “covered clearing agency” under its newly-adopted rules on enhanced governance and operation standards for registered clearing agencies. The proposal would apply the new requirements to other categories of securities clearing agencies, including all SEC-registered securities clearing agencies that are central counterparties, central securities depositories, or securities settlement systems. The proposal would also establish a definition of “securities settlement system” and amend the definition of “central securities depository services” to facilitate the proposed amendment to “covered clearing agency.” Comments should be submitted within 60 days of publication in the Federal Register.
SEC Proposes Amendments to Shorten Settlement Cycle for Most Broker-Dealer Securities Transactions
At its Open Meeting on September 28th, the SEC voted to propose a rule amendment to shorten the settlement cycle for most broker-dealer securities transactions from three business days after the trade date (“T+3”) to two business days after the trade date (“T+2”), subject to certain exceptions. The proposal is designed to mitigate the risks that arise from the value and number of unsettled securities transactions prior to the completion of settlement, including credit, market, and liquidity risk directly faced by U.S. market participants. Comments should be submitted within 60 days of publication in the Federal Register. SEC Press Release. SEC Commissioner Michael S. Piwowar supported the proposed rule amendment “enthusiastically,” noting that he has long advocated for this “commonsensical” rulemaking. SEC Chair Mary Jo White maintained that “shortening the settlement cycle should yield important benefits that ultimately flow to investors—including reduced clearing capital requirements for broker-dealers, reduced pro-cyclical margin and liquidity demands on market participants, and increased global harmonization of settlement cycles.” See also Commissioner Stein’s statement
SEC Extends Comment Deadline for Proposed Amendments to Update and Simplify Disclosure Requirements
On September 23rd, the SEC extended the comment period for its proposed amendments to disclosure requirements that would eliminate those that are duplicative of, overlapping with, or encompassed by U.S. Generally Accepting Accounting Principles (“GAAP”), International Financial Reporting Standards (“IFRS”), or other Commission disclosure requirements, as well as requirements that are outdated or have been superseded by recent legislation, updates to GAAP, or other Commission disclosures. Comments should be submitted on or before November 2, 2016. SEC Release No. 33-10220
SEC Announces Upcoming Forum to Discuss Fintech
The SEC will host a public forum on November 14, 2016, to discuss financial technology (“Fintech”) innovation. The forum will include panel discussions of blockchain technology, automated investment advice or “robo-advisors,” and online marketplace lending and crowdfunding. SEC Press Release
SEC Publishes Agenda for Small and Emerging Companies Advisory Committee Meeting
On September 29th, the SEC announced the agenda for the upcoming meeting of its Advisory Committee on Small and Emerging Companies, which will be held on October 5, 2016. At the meeting, the committee will consider Regulation S‑K disclosure requirements, research regarding corporate board diversity, and outreach to smaller companies about capital raising, as well as updates from the Division of Trading and Markets on equity market structure initiatives, a tick-size pilot, and the treatment of so-called “finders” that assist companies in capital raising activities. Comments on these matters may be submitted to the committee on or before October 3, 2016.
Jane Norberg has been named chief of the SEC’s Office of the Whistleblower, according to an announcement by the SEC on September 28th. Norberg has served as acting chief of the SEC’s whistleblower office since the departure of former chief Sean McKessy last July. SEC Press Release
OIG Concludes That SEC Needs to Document Basis for Rejecting SRO Proposals
On September 28th, the SEC published the findings of the Office of Inspector General’s (“OIG”) audit of the SEC’s process for reviewing self-regulatory organizations’ (“SROs”) proposed rule changes. The OIG’s audit found that the SEC’s Division of Trading and Markets and its Office of Municipal Securities did not consistently document the basis for rejecting SROs’ proposed rule changes in the SEC’s SRO Rule Tracking System and recommended that the SEC take measures to better document the basis for rejecting SROs’ proposals. OIG Final Report.
SEC Publishes Updated Version of Its Rules of Practice
On September 26th, the SEC published a revised version of its Rules of Practice and Rules on Fair Fund and Disgorgement Plans. The revised rules reflect amendments concerning the timing of hearings in administrative proceedings, depositions, summary disposition, and the contents of an answer, which became effective on September 27, 2016.
Commodity Futures Trading Commission
Interest Rate Swap Clearing Requirement Expanded
On September 28th, the U.S. Commodity Futures Trading Commission (“CFTC”) announced that it has expanded the existing clearing requirement for interest rate swaps. The CFTC voted unanimously to approve an amendment to CFTC Regulation 50.4(a) that establishes a new clearing requirement determination. Pursuant to the new clearing requirement determination, market participants are required to submit a swap that is identified in expanded Regulation 50.4(a) for clearing by a derivatives clearing organization. The interest rate swaps that will now be subject to regulation 50.4(a) include certain fixed-to-floating interest rate swaps, basis swaps, forward rate agreements, and additional overnight index swaps denominated in currencies that were not covered by the CFTC’s first clearing requirement. See Question and Answer: Requirement Determination under Section 2(h) of the CEA for Interest Rate Swaps and Federal Register Final Rule. See also Statement of Chairman Timothy Massad
Federal Rules Effective Dates
October 2016 – December 2016
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Exchanges and Self-Regulatory Organizations
SEC Seeks Comments on EDGX’s Proposed Price Improvement Auction
On September 29th, the SEC provided notice of a proposed rule change filed by Bats EDGX Exchange, Inc. (“EDGX”) to adopt a price improvement auction, the Bats Auction Mechanism (“BAM”), for EDGX’s equity options platform. The BAM Auction would include functionality in which a Member may electronically submit for execution an order it represents as agent on behalf of a Priority Customer, broker dealer, or any other person or entity against principal interest or against any other order it represents as agent provided it submits the Agency Order for electronic execution into the BAM Auction. Comments should be submitted within 21 days of publication in the Federal Register, which is expected the week of October 3, 2016. SEC Release No. 34-78988
BOX Options Exchange LLC
BOX Proposes Amendments to Treatment of Quotes to Provide That Quotes Are Liquidity Adding Only
On September 27th, the SEC requested comments on BOX Options Exchange LLC’s (“BOX”) proposed rule change to amend the treatment of quotes to provide that quotes and quote updates after the opening that are submitted by Market Makers on BOX will only be accepted by the Trading Host if they will add liquidity to the BOX Book. Comments should be submitted within 21 days of publication in the Federal Register, which is expected the week of October 3, 2016. SEC Release No. 34-78946
Financial Industry Regulatory Authority
FINRA Will Begin Publishing ATS Block Data in October
The Financial Industry Regulatory Authority (“FINRA”) will publish the first set of alternative trading system (“ATS”) Block Data on October 3, 2016, according to an announcement on September 29th. The ATS Block Data is aggregated ATS trade data in national market system (“NMS”) stocks that meets certain share based and dollar based thresholds and is reported by member firms to the FINRA equity trade reporting facilities. The first data set published will be for August 2016. FINRA Press Release
SEC Takes More Time to Consider FINRA’s Proposed Pricing Disclosures for Fixed Income Securities Transactions
On September 28th, the SEC designated November 17, 2016, as the date by which it will approve, disapprove, or institute disapproval proceedings regarding FINRA’s proposed rule amendments to require its members to disclose additional pricing information on retail customer confirmations relating to transactions in fixed income securities. SEC Release No. 34-78965
New Procedures Regarding Award Offsets in FINRA Arbitration Proceedings Coming in Late October
FINRA published a Regulatory Notice on September 26th concerning rule amendments approved by the SEC that revise the procedure regarding award offsets in FINRA arbitration proceedings. Effective October 24, 2016, the arbitration rules will provide that when arbitrators order opposing parties to make payments to one another, the monetary awards shall offset and the party assessed the larger amount shall pay the net difference, unless otherwise specified in the award. FINRA Regulatory Notice 16-36
SEC Approves FINRA’s Proposal on TRACE Reporting and Dissemination of CMO Transactions
On September 23rd, the SEC approved a proposed rule change filed by FINRA that would provide for the public dissemination of certain information about Collateralized Mortgage Obligation (“CMO”) transactions, reduce the time period within which a CMO transaction must be reported to the Trade Reporting and Compliance Engine (“TRACE”), and make conforming and technical revisions to its rules. SEC Release No. 34-78925
International Swaps and Derivatives Association
ISDA Updates OTC Derivatives Compliance Calendar
On September 30th, the International Swaps and Derivatives Association (“ISDA”) published an updated version of its OTC Derivatives Compliance Calendar
Municipal Securities Rulemaking Board
MSRB Seeks Comments on Proposal for Municipal Advisor Continuing Education Requirements
The Municipal Securities Rulemaking Board (“MSRB”) proposed rule amendments that would establish continuing education (“CE”) requirements for municipal advisors. The proposal would require municipal advisors to develop a CE program and require associated persons of municipal advisors who engage in municipal advisory activities or directly engage in the management, direction or supervision of municipal advisory activities to participate in CE training. Comments should be submitted on or before November 14, 2016. MSRB Press Release
MSRB Proposes New Rule to Clarify Minimum Denomination Provisions
On September 27th, the MSRB issued a second request for comments on a draft proposal that would provide several exceptions to its minimum denomination regulations, which prohibit dealers from buying or selling bonds below the minimum denomination allowed in a bond offering document. The proposal also includes revisions to eliminate the requirement that a dealer obtain a written “liquidation” statement confirming that a customer of another dealer fully liquidated the customer’s position and a provision that limits below-minimum denomination transactions in municipal securities among dealers. Comments should be submitted on or before October 18, 2016.
MSRB Makes Improvements to Bank Loan Disclosures on EMMA Website
The MSRB announced on September 26th that it has simplified the process for submitting bank loan disclosures and made improvements to the display of these disclosures on its Electronic Municipal Market Access (“EMMA”) website. EMMA users will now be able to search specifically for securities with associated bank loan disclosures. The MSRB will host an educational webinar on October 13, 2016, to assist issuers in submitting bank loan disclosures. MSRB Press Release
NASDAQ OMX Group
SEC Approves Nasdaq’s Proposed Generic Listing Standards for Managed Fund Shares
On September 23rd, the SEC issued an order approving The NASDAQ Stock Market LLC’s (“Nasdaq”) proposal to adopt generic listing standards for Managed Fund Shares. SEC Release No. 34-78918
National Futures Association
NFA Reminds Members Regarding Amendments to CPO Form PQR and Late Fees
On September 27th, the National Futures Association (“NFA”) notified members of a minor change to commodity pool operator (“CPO”) Form PQR, which now permits firms to enter separately the date of each participant disclosure regarding redemption halts, material limitations on redemptions, and the lifting of halts or limitations. The NFA also reminded members about the rule amendments that permit the NFA to impose a $200 late fee on CPO and CTA Members for each business day the Member files its quarterly NFA Form PQR or PR after the due date. These changes will be effective for the quarter ending September 30, 2016. NFA Notice I-16-20
SEC Takes Additional Time to Consider NYSE MKT’s Proposed Amendments to Co-Location Services and Fees
On September 28th, the SEC designated November 24, 2016, as the date by which it will approve, disapprove, or institute disapproval proceedings regarding NYSE MKT LLC’s (“NYSE MKT”) proposal to provide additional information regarding access to various trading and execution services; connectivity to market data feeds and testing and certification feeds; connectivity to third party systems; and connectivity to DTCC provided to Users using data center local area networks; and to establish fees relating to a User’s access to various trading and execution services; connectivity to market data feeds and testing and certification feeds; connectivity to DTCC; and other services. SEC Release No. 34-78968
NYSE Exchanges Withdraw Proposed Changes to End User Fees and “Affiliate” Definition
On September 27th, the SEC provided notice that the New York Stock Exchange LLC (“NYSE”) and NYSE MKTwithdrew their separately filed proposals to amend their respective rules to change the co-location section of their respective price lists to establish fees relating to end users of certain co-location Users in the Exchange’s data center and to amend the definition of “Affiliate.”
SEC Approves NYSE Exchanges’ Proposed Amendments to Rules on Emergency Powers, Disaster Recovery Plans, and Backup Systems
On September 23rd, the SEC issued orders approving NYSE’s and NYSE MKT’s separately filed proposals to amend their respective rules to establish a Disaster Recovery Facility and to adopt new business continuity and disaster recovery plans for use in the Disaster Recovery Facility.
Material Issue of Fact Exists as to Whether CEO’s Earnings Call Statements Were False or Misleading; Panel Reverses SEC Win and Remands for a New Trial
The SEC sued BankAtlantic Bancorp and CEO Levan, alleging that Levan lied and committed accounting fraud during the financial crisis. A jury found defendants liable for violating the antifraud provisions of the federal securities laws. On appeal, defendants argued that the district court ignored conflicting evidence and erroneously held that Levan made false statements in an earnings call with shareholders. On September 28th, the Eleventh Circuit reversed on that issue and remanded for a new trial, finding the existence of a fact issue as to whether Levan’s earnings call statements were false or misleading. SEC
Revelation of Liquidity Problems Would Not Have Changed Investors’ Purchasing Decisions
After the nature of Vivendi’s liquidity situation was exposed, the price of its securities dropped dramatically. GAMCO investors then brought a securities fraud action against Vivendi. Following a bench trial on whether Vivendi successfully rebutted the fraud‐on‐the‐market presumption of reliance invoked by GAMCO to satisfy the reliance element of its §10(b) claim, the district court entered judgment for Vivendi. The Second Circuit affirmed on September 27th, finding that the district court properly concluded that revelation of Vivendi’s liquidity problems would not have changed GAMCO’s purchasing decisions. GAMCO
SEC Uses a Different Approach in Insider Trading Case Against Hedge Fund Manager
On September 26th, DealBook reported on the SEC’s recent insider trading case against hedge fund manager Leon G. Cooperman whose hedge fund, Omega Advisors, was one of the largest investors in Atlas Pipeline Partners in 2010. The SEC brought its case following Atlas’ $682 million asset sale, the announcement of which caused the company’s stock to jump over 30%. Mr. Cooperman essentially admitted that he received the information about the imminent asset sale from an Atlas executive and that he then traded on that information.Instead of pursuing a more traditional approach in which an insider is accused of giving information in exchange for a benefit, the SEC asserted that Mr. Cooperman “explicitly agreed that he would not use the confidential information to trade” and specifically noted that he asserted the Fifth Amendment privilege against self-incrimination instead of testifying about the Atlas trading.
CBOE Holdings to Acquire Bats Global Markets
On September 26th, Bloomberg reported that CBOE Holdings Inc., which created the options market in 1973 with the Chicago Board Options Exchange, agreed to purchase Bats Global Markets Inc. for approximately $3.2 billion to expand into stocks, ETFs and currencies trading. CBOE will use Bats’s technology to run trading at the combined company, which will be based in Chicago.
Winston & Strawn Upcoming Events & Speaking Engagements
Jay Gould Speaks at Hedge Fund Compliance Forum
Financial Services Corporate Practice Co-chair Jay Gould will speak at the Operations for Alternatives’ Hedge Fund Compliance forum on October 6. Speaking Engagement
Winston Sponsors & Speaks at META Projects 2016
London-based Project Finance Co-chair James Simpson will moderate a panel at META Projects 2016. Winston & Strawn will also sponsor the event, which will be held October 25-26, 2016, in Dubai. META Projects brings together over 500 government officials, off takers, developers, financiers, and investors to discuss the latest market trends and opportunities for projects across the Middle East, Turkey, and Africa. Speaking Engagement
Winston & Strawn Publications
Recent SEC Enforcement Action Highlights General Counsel’s Responsibility for Disclosure of Litigation Contingencies
The SEC recently filed an enforcement action in federal court accusing RPM International and its general counsel of securities law violations based on their failure to properly account for and disclose loss contingencies relating to a pending government investigation (SEC v. RPM Int’l Inc., 16-cv-1803 (D.D.C.)). This action highlights the responsibility of a public company’s general counsel for disclosure of litigation and other material loss contingencies. Briefing
Does the Federal Reserve Board have Authority to Set Incentive Compensation?
Earlier this year, the Agencies1 published a Notice of Proposed Rulemaking (the “Proposed Rule”)2 on incentive-based compensation arrangements. The comment period expired July 22, 2016, and proposed final rules on this subject are still forthcoming. The Proposed Rule includes a vast new set of procedural, substantive and longer-term requirements over employees, officers and directors of financial institutions. In some instances, the Proposed Rule exceeds or conflicts with relatively new requirements that other federal agencies, such as the SEC, have adopted. Brifieng
Antitrust and Competition – The EU Weekly Briefing, Vol 4, Issue 37
The EU Weekly Briefing is designed to provide timely updates on recent European Union competition law by including a short description of, and links to, recent developments. Newsletter