The European Market Infrastructure Regulation (EMIR) will transform the clearing and reporting of derivative contracts in the EU. While the process for finalizing the requirements has been ongoing for some time, the regulatory and implementing technical standards were adopted last month and a number of obligations are intended to come into force in 2013. With firms engaged in the implementation process, our regulatory team has prepared a summary Client Alert (which includes a link to a more detailed analysis of these provisions). Click here to read more.
Orrick Alert
SEC Releases First Full-Year Report on the Dodd-Frank Whistleblower Program: No Speedy Recoveries for Whistleblowers
On November 15, the SEC released its Fiscal Year 2012 Annual Report on the Dodd-Frank Whistleblower Program, the first full-year report issued since the enactment of Dodd-Frank. The Report analyzes the 3,001 tips received over the last twelve months by the Commission’s Office of the Whistleblower and provides additional information on the whistleblower award evaluation process that resulted in its first (and only) award issuance in August 2012. Please click here to read the Alert prepared by Orrick partner Mike Delikat and associate Rachel Coe.
Conflict Mineral Disclosure Rules
The SEC recently adopted final disclosure and reporting rules requiring certain public companies to disclose information about their use of “conflict minerals” originating in the Democratic Republic of the Congo (the “DRC”) or an adjoining country. The new rules are mandated by the Dodd-Frank Act and address concerns that trading in conflict minerals by armed groups is helping to finance conflicts in the DRC region and contributing to a humanitarian crisis. Click here to read more.
Rules Requiring Payment Disclosures by Resource Extraction Issuers
The SEC recently adopted rules to implement Section 13(q) of the Securities Exchange Act of 1934, as amended, requiring resource extraction issuers to disclose certain payments made to the U.S. government or foreign governments (the “Section 13(q) Rules”). The Section 13(q) Rules, which are mandated by the Dodd-Frank Act, target resource extraction issuers, or companies engaged in the development of oil, natural gas, or minerals. Click here to read more.
Tax Law Update: IRS Issues Final Treasury Regulations Expanding Definition of “Traded on an Established Securities Market” and Liberalizing Rules for Reopenings
On September 12, the IRS issued Final Treasury Regulations that clarify the circumstances that cause property to be treated as “traded on an established market” for purposes of determining the issue price of a debt instrument that is issued for property. The Final Regulations broadly define the term “traded on an established market.” These new rules could create adverse U.S. federal income tax issues for borrowers and certain lenders in connection with certain restructurings, recapitalizations, debt-for-debt exchanges and amendments or modifications to credit agreements and other debt instruments. Click here to read more.
Derivatives In Review
Derivatives in Review highlights the important legal, regulatory and other newsworthy developments in the area of derivatives. To read our September Edition, please click here.
When a “Public Offering” Is Not a “Public Offering”: The SEC Rule Proposal Eliminating the Ban on General Solicitation and Advertising in Securities Offerings
On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted. The stated objective for the JOBS Act is to improve access to the public capital markets for startup and emerging companies and thus increase job creation and economic growth in the United States. Click here to read more.
Ruling No. 1831/12 of the Russian Supreme Arbitrazh Court of June 19, 2012 on Split Jurisdiction Clauses
The ruling, after being delayed for a month, was finally published on September 2 and relates to a split jurisdiction clause of a type that is in common use, for example in loan agreements, and which limits the remedies available to one of the parties. Click here to read more.
German High Frequency Trading Act Potential Implications for HFT Firms and Other Firms Using Automated Trading Strategies
On July 30, the German Ministry of Finance published a discussion draft bill regarding High Frequency Trading for the German financial services sector in the form of an “Act for the Prevention of Risks and the Abuse of High Frequency Trading” (“HFTA”). The new rules amend various German laws to extend their application to high frequency and algorithmic trading. Click here to read more.
SEC Pays First Ever Dodd-Frank Whistleblower Bounty Award
On August 21, the SEC announced that it awarded its first whistleblower bounty, just over one year after the SEC’s Dodd-Frank whistleblower rules became effective. The SEC’s Claims Review Staff issued a short order, Release No. 34-67698, granting the whistleblower’s award, which notes that the SEC declined to award a claim to a second whistleblower involved in the action. This alert, written by Mike Delikat, Renee Phillips and Rachel Coe, discusses what this means to companies, and what proactive steps should be considered. Click here to read more.