On January 10, the SEC announced that its Office of Municipal Securities has issued interpretive guidance to address questions from market participants regarding the implementation of new final SEC rules requiring municipal advisors to register with the SEC.
State and local governments frequently use paid advisors to help them decide how and when to issue municipal securities and how to invest proceeds from the sales. The 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act required these advisors to register with the SEC like other market intermediaries. The SEC’s final rule was adopted in September 2013 and becomes effective on January 13, 2014. Among the issues addressed in the guidance are: (i) the advice standard, including the general information exclusion and the treatment of business promotional materials used by underwriters; (ii) the exemption for independent municipal advisors; (iii) the exclusion for registered investment advisers; (iv) the underwriter exclusion, including engagements as underwriters; and (v) the effective date of the final rules and the compliance period for using the final registration forms. Interpretative Guidance.
On December 24, the Fed issued the final rule clarifying the treatment of uninsured U.S. branches and agencies of foreign banks under Section 716 of the Dodd-Frank Act. The final rule adopts the interim final rule issued on June 5, 2013. Section 716 prohibits the provision of certain types of federal assistance to swaps entities. Insured depository institutions that are swaps entities are eligible for a transition period of up to 24 months to comply and for certain statutory exceptions. The final rule clarifies that, for purposes of section 716, uninsured U.S. branches and agencies of foreign banks are treated as insured depository institutions. Release. Final Rule.
On December 27, the SEC adopted amendments to eliminate references in certain of its rules and forms to credit ratings. The changes were mandated by Dodd-Frank. Rating references were removed from the following rules and forms:
Rule 5b-3 under the Investment Company Act;
Forms N-1A, N-2, and N-3;
Rule 15c3-1 (and certain appendices) under the Securities Exchange Act of 1934;
Rule 15c3-3 under the Securities Exchange Act of 1934; and
Rule 10b-10 under the Securities Exchange Act of 1934.
On December 12, the Fed, FDIC, CFPB, FHFA, NCUA and OCC issued a final rule that creates exemptions from certain appraisal requirements for certain higher-priced mortgage loans. The final rule provides that loans of $25,000 or less and certain “streamlined” refinancings are exempt from the Dodd-Frank Act appraisal requirements, which go into effect on January 18, 2014. Joint Release. Joint Final Rule.
On November 14, CFTC issued advisory on the applicability of Dodd-Frank transaction-level requirements to swaps between non-U.S. swap dealers (SDs) (whether or not an affiliate of a U.S. person) and non-U.S. persons if the swap is arranged, negotiated or executed by a non-U.S. SD located in the U.S. Advisory.
On September 18, the SEC voted 3-2 to propose a new rule requiring public companies to disclose the compensation ratio of CEO to the median compensation of its employees, as required by the Dodd-Frank Act. Under the proposal, companies would have the flexibility to determine the median annual total compensation of its employees in a way that best suits their circumstances. The proposal will be subject to a 60-day public comment period once it is published in the Federal Register. Press Release. Proposal.
On September 10, Orrick will host a Financial Industry Breakfast Briefing in our New York office. The briefing will cover the current state of the derivatives market with specific updates on the implementation of Dodd-Frank and recent litigation involving derivatives. Speakers include partners Steven Fink, Nikiforos Mathews and Thomas Mitchell. This course has been approved in accordance with the requirements of the Continuing Legal Education Board for a maximum of 1.0 credit hour. To register for this event, please click here.
On June 19, the Office of the Comptroller of the Currency (OCC) finalized the rule governing lending limits. The rule implements Section 610 of the Dodd Frank Wall Street Reform and Consumer Protection Act. Under the rule, the effective date has been extended to October 1st from July 1st, as proposed previously. OCC Release. Final Rule.
The market’s attention is fixed firmly on the future of derivatives. Questions about the implementation and impact of the Dodd Frank requirements, and to what extent the use of swaps in structured finance and other transactions will return, are front and center. And yet, there are also lessons to be learned from the past use of these somewhat esoteric financial instruments, which continue to be questioned and tested in litigation — with more to come. Orrick covered this topic in an article recently published in Law360.
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