Securities and Exchange Commission

 The SEC has adopted rules requiring disclosure of compensation consultant conflicts of interest and directing the NYSE and Nasdaq to propose standards relating to the independence of compensation committees and evaluation of adviser independence. The disclosure rule applies to proxy statements in connection with an annual or special meeting to be held for the election of directors on or after January 1, 2013. The exchanges must propose their independence standards by September 25, 2012; whether they will be in effect for the 2013 proxy season is not yet clear. The new rules were adopted substantially as proposed in March 2011. We discuss in this alert, the new rules and certain actions that should be taken now to prepare.

To read the Alert please follow this link.

On April 18, 2012, the Commodity Futures Trading Commission (the “CFTC”) and the Securities Exchange Commission (the “SEC,” and together with the CFTC, the “Commissions”) adopted the much-anticipated joint final rules further defining “swap dealer,” “major swap participant,” “security-based swap dealer,” and “major security-based swap participant” under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”).

The final rules are largely consistent with the Commissions’ proposed rules, which were published in the Federal Register on December 21, 2010, with a few significant differences.  For example, the final rules raised the de minimis exemption threshold for the swap dealer and security-based swap dealer definition considerably and also removed from the de minimis exemption the limits on the number of swaps or security-based swaps that a person can enter into during a 12-month period and the number of counterparties with which the person can enter into such swaps or security-based swaps during a 12-month period.  The final rules also provided the ratio for the “highly leveraged” definition used in the third alternative test for determining whether a person is a major swap participant (“MSP”) or major security-based swap participant (“MSSP”).  Another significant change from the proposed rules is the addition to the final rules of a safe harbor from the MSP/MSSP definition and the related tests.  These changes and more are discussed in further detail below. [click to continue…]

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (the JOBS Act).  The new legislation enlarges the menu of choices that private companies will have to raise capital while also reducing the burdens on “emerging growth companies” that ultimately resort to the public markets.  It also offers benefits for private investment funds. Many aspects of the JOBS Act are effective immediately; others require rulemaking by the SEC, generally on an expedited basis.

To read this alert please follow this link.

By Heath Tarbert  and Dimia Fogam

The Board of Governors of the Federal Reserve System (FRB), the Office of the Comptroller of the Currency (OCC), and the Federal Deposit Insurance Corporation (FDIC) (collectively, the Agencies) issued guidance to clarify the effective date of  Section 716 of Dodd-Frank, commonly referred to as the Push-Out Rule. The Agencies stated that Section 716 will become effective on July 16, 2013.

Section 716 prohibits federal assistance, including access to the Federal Reserve discount window and FDIC deposit insurance, to any swaps entity with respect to any swap, security-based swap, or other activity of the swaps entity. The term “swap entity” refers to any swap dealer, security-based swap dealer, major swap participant, or major security-based swap participant that is registered under the Commodity Exchange Act or Securities Exchange Act of 1934.  However, the rule allows certain entities to remain eligible for [click to continue…]

By Ira M. Millstein and Holly J. Gregory

Weil’s senior partner Ira M. Millstein and partner Holly J. Gregory reflect annually on corporate governance.  “Rebuilding Trust: The Corporate Governance Opportunity for 2012.” is published in the March-April 2012 issue of Corporate Governance Advisor and posted at The Harvard Law School Forum on Corporate Governance and Financial Regulation.  Millstein and Gregory, both Corporate Governance partners, offer their thoughts on how–without the need for regulatory intervention–boards and shareholders can rebuild trust in 2012 and, by doing so, help resolve some of the tensions that are stalling our economic recovery.

 Link to the posting here, or download a pdf.

“Concerns about the responsible use of corporate power remain high in the wake of the financial crisis. Although these concerns have been focused primarily on the financial sector, there is spillover to corporations in every industry. Tough economic conditions, slow job growth, political dysfunction and general uncertainties about the future continue to undermine investor confidence and fuel public distrust (with Occupy Wall Street an example). This in turn intensifies the scrutiny of corporate actions and board decisions, … [click to continue…]