Securities and Exchange Commission

 By Hyun K. Kim

The Commodity Futures Trading Commission (the “CFTC”) recently issued a final rule to establish an implementation schedule to phase in compliance with the clearing requirement under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).  The CFTC’s compliance and implementation schedule (the “Schedule”) allows additional time for some entities to comply in order to facilitate the transition to the new clearing regime without unduly disrupting markets and transactions.  The final rule was published in the Federal Register on July 30, 2012 and becomes effective on September 28, 2012.

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By Hyun K. Kim

The Commodity Futures Trading Commission (the “CFTC”) recently issued a notice of proposed exemptive order (the “Proposed Order”) regarding compliance with certain swap regulations under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).  The Proposed Order was published in the Federal Register on July 12, 2012.  The comment period for the Proposed Order expired on August 13, 2012.

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By Hyun K. Kim

The Securities and Exchange Commission (the “SEC”) recently issued a policy statement regarding the sequencing of the compliance dates for final rules applicable to security-based swaps to be adopted by the SEC pursuant to the Securities Exchange Act of 1934, as amended by Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).  The policy statement was published in the Federal Register on June 14, 2012.  The comment period for the policy statement expired on August 13, 2012.

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Two years ago, on July 21, 2010, President Obama signed into law a package of financial regulatory reforms unparalleled in scope and depth since the New Deal. The Dodd-Frank Act was intended to restructure the regulatory framework for the US financial system, with broad and deep implications for the financial services industry where the crisis started. But its impact also was intended to be felt well beyond the financial sector, extending federal regulation into areas of corporate governance applicable to all US public companies.

Few provisions of the Dodd-Frank Act took effect in the summer of 2010. Instead, the specifics of the Act were intended to be developed through the federal rulemaking process, as the Act mandated the development and implementation of nearly 400 separate regulations to be enacted by, or coordinated among, nearly a dozen federal departments or agencies. To date, the deadlines for more than half of the required rulemakings have expired. But even with these delays, the last two years have witnessed the promulgation of more than 100 rules and the issuance of many additional proposed regulations for public comment. This Report discusses the many strides that have been made pursuant to the Act to date and forecasts what is yet to come.

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On July 2, 2012, the U.S Securities and Exchange Commission announced the scheduling of an open meeting for August 22, 2012, for the purpose of adopting final rules regarding disclosure and reporting obligations with respect to (i) the use of conflict minerals and (ii) payments to governments made by resource extraction issuers, both as mandated by the Dodd-Frank Act (Sections 1502 and 1501, respectively).  At the same meeting, the SEC plans to consider rules eliminating the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933, as mandated by Section 201(a) of the Jumpstart Our Business Startups Act (JOBS Act).  The open meeting notice is available at this link: http://sec.gov/news/openmeetings/2012/ssamtg082212.htm.   For a discussion of the JOBS Act’s impact on the general solicitation rules, see Catherine T. Dixon, “Title II of the JOBS Act:  Are Reports of the Death of General Solicitation Premature?”, Insights (June 2012).