Global Financial Market Watch : Global Financial Lawyer & Attorney : K&L Gates Law Firm : Government Enforcement, Investment Management

The 2012 Annual Outlook provides a valuable collection of articles that address important industry and regulatory trends and their correlation with government and political developments. This edition highlights regulatory issues in European Union countries, and also covers diverse topics such as: systemic financial risk regulation, anti-corruption and white-collar enforcement initiatives, tax policies, competition and antitrust law matters, intellectual property and international trade developments, energy and climate change, and health care and food safety laws.

Click here to read the report.
 

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K&L Gates is pleased to announce the launch of Consumer Financial Services Watch, a new blog focusing on legal and regulatory developments affecting consumer financial service providers, including news and developments relating to the Consumer Financial Protection Bureau (CFPB) and other topics.

Recent Blog Posts

We're blogging about a host of topics of interest to the consumer financial products and services industry, with the most recent posts covering:

• FHA Insured Mortgages Require an Appraisal by a State Certified Appraiser. Learn more.
• CFPB Now Accepting Mortgage Complaints from Consumers. Learn more.
• The CFPB’s Office of Servicemember Affairs Looks at the Lending Practices of For-Profit Colleges and Their Impact on Military Members. Learn more.
• FHA: HUD Uses FAQs to Communicate Policy Changes. Learn more.
• HUD’s Proposed Fair Lending Rule: Deadline for Comments. Learn more.
• CFPB and Other Federal Banking Agencies Issue Joint Supervisory Statement Clarifying $10 Billion Asset Determination: Regulatory Uncertainty Remains. Learn more.
   

For more information, please visit our Consumer Financial Services Watch blog.

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By: Charles R. Mills, Lawrence B. Patent, Gordon F. Peery

Culminating a process that took almost two years to complete, the Commodity Futures Trading Commission (“CFTC”), by a 3-2 vote on October 18, 2011, adopted regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) imposing so-called “hard” position limits on a wide range of commodity interest contracts based upon underlying agricultural, metal and energy products. On December 2, 2011, the International Swaps and Derivatives Association and the Securities Industry and Financial Markets Association initiated a legal challenge to the CFTC's regulations by both filing a suit in the federal district court in the District of Columbia and filing a petition for review of the regulations in the U.S. Court of Appeals for the District of Columbia Circuit. They allege that the CFTC violated the Administrative Procedure Act by (1) concluding that Dodd-Frank required it to establish position limits without first determining whether they were necessary; (2) failing to present a reasoned analysis or consider all evidence before adopting the regulations; (3) failing to conduct an adequate cost-benefit analysis; and (4) conducting a flawed rulemaking process that prevented commenters from meaningfully participating. They will seek guidance from the courts regarding which court is the correct forum for their challenge.

The new regulations effectively cap the net speculative position (long or short) that a trader may hold -- even on an intraday basis -- of each of 28 specified futures contracts, options on those futures contracts, and economically equivalent swaps. The regulations refer to those 28 futures contracts as “Core Referenced Futures Contracts.” Such contracts and their economically equivalent options on futures and swaps will be referred to collectively as “Referenced Contracts.” Positions in Referenced Contracts that meet the CFTC’s definition of bona fide hedges are exempt from the limits, provided a trader files a notice with the CFTC to claim the exemption.

In addition to the new hard limits, the CFTC also adopted new “visibility levels” for specified metals and energy contracts. These levels do not trigger position limits, but reaching them will require traders to report information about their positions to the CFTC.

To view the complete alert online, click here.
 

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By: Stephanie C. Robinson

It is no secret that the CFPB is taking great interest in consumers’ complaints about credit cards. From day one, a “submit a credit card complaint” icon has held a prominent position on the agency’s home page, and CFPB representatives have talked about how credit card offers and terms are sometimes too complicated for consumers to understand.

In an effort to help consumers make better-informed decisions about credit cards, the CFPB plans to publish periodic reports about trends and patterns in complaint data. The first such report, issued on November 30, 2011, presents statistics on the complaints received between July 21, 2011 and October 21, 2011. The three most common types of grievances involve: (1) billing disputes (13.4% of complaints); (2) APR or interest rate (11.0% of complaints); and (3) identity theft / fraud / embezzlement (10.8% of complaints).

Of course, these categories may not even be especially meaningful – the consumer selects the complaint type when submitting a complaint and the CFPB found that consumers do not have a consistent understanding of the category options. (Practice tip: Even though consumers are not checking the boxes correctly, card issuers may want to organize the complaints they receive into the same types of categories the CFPB is using.)

Not surprisingly, the report notes that in a large number of cases, the issuer and the consumer present conflicting factual accounts, but despite this, the issuers have been willing to resolve the complaints.

In addition to publishing periodic reports, the agency plans to make the “non-narrative” portions of consumer complaints accessible to the public in fully searchable and downloadable format. Those non-narrative data fields include date, issuer, zip code, and type of complaint (but not personal identifiers like consumer name and address). For now, the full text of the consumer’s complaint will not be included because those narratives may contain personally identifiable information. CFPB is asking for comment, however, on whether there are practical ways to disclose the narrative data without undermining privacy interests, such as through use of a consumer opt-in.

The rationale for disclosing the non-narrative data fields is that it will allow outside parties to identify trends and patterns that they believe may help inform consumer decisions about credit cards. In addition, though, it is reasonably foreseeable that any agency with standing and authority to do so may use the publicly available information as the basis for initiating investigations of issuers.

Comments on the CFPB’s proposed policy statement on the disclosure of credit card complaint data are due on January 30, 2012.
 

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By: Kathryn M. Baugher

On November 7, the Consumer Financial Protection Bureau unveiled a process designed to warn individuals and companies of possible enforcement actions against them. At its discretion, the Bureau may provide an Early Warning Notice and an opportunity to respond before deciding whether to pursue an enforcement action. This process is not required by law, however, and the CFPB may decide not to provide notice in certain cases, such as when the Bureau’s Office of Enforcement believes that prompt action is necessary.

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By: David L. Beam, Rebecca Lobenherz, Stephanie C. Robinson

Those who have been concerned about the expansive powers of the new Consumer Financial Protection Bureau (“CFPB” or the “Bureau”) should ready themselves for the risk assessment reviews that the Bureau is about to initiate. The CFPB recently released the first edition of its Supervision and Examination Manual (“Examination Manual”), which provides an overview of the Bureau’s supervision planning process and details the Bureau’s examination procedures. A key component of the Examination Manual is the CFPB’s Consumer Risk Assessment process, which evaluates supervised entities based on the amount of risk their activities pose to consumers, identifies sources of risk, and assesses the quality of risk controls put in place by the supervised entities.

To view the complete alert online, click here.
 

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By: Jonathan D. Jaffe, Steven M. Kaplan, David I. Monteiro, David A. Tallman

The Bureau of Consumer Financial Protection (the "Bureau" or the "CFPB") was designed to provide a single, integrated federal approach to consumer financial protection. But with the October 13, 2011, release of its new Mortgage Servicing Examination Procedures (the "Procedures"), the CFPB appears to leave it up to scores of individual examiners to decide in their subjective judgment whether a company's loan servicing practices raise "unfair, deceptive, or abusive acts or practices" ("UDAAP") concerns. A federal government that is supposed to sing in one voice has not yet harmonized its employees.

To view the complete alert online, click here.
 

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By: Rebecca Lobenherz

The CFPB, which has regularly reached out to consumers online through its blog posts and its consumer complaint portal, is also seeking consumer input the old-fashioned way - in person. On October 26, Raj Date, Special Advisor to the Secretary of the Treasury for the CFPB, who previously spoke with consumers in Philadelphia, will be headed to Minneapolis, Minnesota to discuss the Bureau’s upcoming initiatives directly with consumers. The Bureau has plans on holding more events aimed at consumers throughout the country in the upcoming months.

Unlike Mr. Date’s previous speaking engagement in Philadelphia, the Minneapolis town hall event is specifically billed as a forum where members of the community can share their experiences with the consumer credit industry, and specifically with respect to student loans, credit cards, and mortgage loans. The spotlight on these particular consumer financial products should come as no surprise if you have been following the Bureau’s online complaint process, which has been accepting credit card complaints from consumers since the summer and will be expanded to include complaints on mortgages and student loans.
 

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By: Kathryn M. Baugher

In the months ahead, the CFPB will be expanding the coverage of its consumer complaint portal to include products such as mortgages and student loans. Consumers have been able to submit credit card complaints through a portal on the CFPB web site since July 21st. In addition to providing a consumer portal through which consumers can submit and check on the status of their complaints, the CFPB now provides a company portal through which companies can view and respond to consumer complaints. The CFPB recently met with industry representatives to show them how the new system works.

When a consumer files a complaint through the consumer portal, the CFPB routes the complaint to the company that is the subject of the complaint. The CFPB’s goal is to route each complaint to the appropriate company within 24 to 48 hours of receipt. The company is then expected to communicate directly with the consumer to attempt to resolve the complaint. The CFPB has asked that companies respond to the consumer and update the company portal within 10 calendar days. After logging into the company portal, the company should explain the resolution provided and attach any relevant documents. The company should also select one of the following resolution statuses: full resolution provided, partial resolution provided, no resolution provided, or incorrect company. The CFPB will then e-mail the consumer regarding the status of their complaint and update the complaint status on the consumer portal.
 

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By: David L. Beam

Raj Date recently issued a statement on the CFPB’s web site which suggests that the Bureau is considering a standardized disclosure form for checking account fees. The “problem,” Mr. Date said, “is that checking accounts often come with a wide variety of unexpected costs that can quickly add up for consumers.” One bank might call the fee one thing, while another bank calls it something else. And the circumstances under which banks charge the same fee might be different.

Mr. Date then noted that “CFPB has the ability to simplify checking account disclosures.” He said that this would be “good for competition” because it would allow “consumers to compare the checking account options from large banks, community banks, and credit unions and pick the one that works best for them.”
 

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By: Stephanie C. Robinson

Richard Cordray’s nomination to become the director of the Consumer Financial Protection Bureau will be in the hands of the full Senate now that the Senate Banking Committee has approved his nomination along a 12-10 party-line vote. But will the CFPB ever have an official leader in place? Not at this rate.

It has been fourteen months since Congress passed the Dodd-Frank Act, and the new government agency still has no formal leader.

While not challenging Cordray’s credentials, forty-four Republican Senators have vowed not to support any nominee to serve as director. They, like others, protest that a single director would have too much power and not be subject to enough oversight. In a letter sent to the President earlier this year, they wrote, “We believe that the Senate should not consider any nominee to be CFPB director until the CFPB is properly reformed.” They are calling for Democrats to make structural changes to the CFPB, including eliminating the director position and replacing it with a five-member commission, bringing the agency’s funding under congressional control, and making its operations subject to more oversight from other bank regulators. The forty-four Senate Republicans are enough to block Cordray’s approval.
 

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By: Gordon F. Peery, Lawrence B. Patent, Charles R. Mills

The Commodity Futures Trading Commission (“CFTC”) at its open meeting on September 8, 2011, proposed regulations to establish a schedule to phase in the effective dates of future final rules governing swap trading documentation, margin requirements for uncleared swaps, and mandatory swap clearing and trade execution pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Further, CFTC Chairman Gary Gensler announced that the agency would not complete the adoption of all of the final rules implementing Dodd-Frank until at least the first quarter of 2012. Chairman Gensler stated that among the rules that will not be adopted until the first quarter of 2012 are those governing Swap Execution Facilities and the segregation of margin for uncleared swaps. He also stated that the CFTC is considering further exemptive relief from Dodd-Frank’s requirements for swaps.

To view the complete alert online, click here.


 

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The Impact of Dodd-Frank’s Whistleblower Provisions on FCPA Compliance

Date: Wednesday, October 19, 2011
Time: 11:00 a.m. EDT
Location: via webinar

Webinar Log-in: Opens at 10:45 am EDT

Dodd-Frank’s whistleblower provisions pose significant new challenges for corporate compliance programs, and these issues are particularly acute with respect to Foreign Corrupt Practices Act compliance. Decisions as to whether to self-report potential FCPA violations must be made under enormous time pressures and conditions of great uncertainty.

Please join us for a complimentary webinar as partners from our Government Enforcement practice (one of whom is a former Assistant Director in the FCPA unit of the SEC's Enforcement Division) discuss the current regulatory landscape and how companies might best adapt to these new circumstances.

Topics Include:

• How the SEC is handling whistleblower complaints
• What to expect if your company is the subject of such a complaint
• Cross-border issues that are likely to complicate internal investigations of FCPA matters

Who Should Attend:

• Compliance Officers
• Inside Counsel

Speakers Include:

• Luke T. Cadigan, Partner, Government Enforcement, Boston
• Amy L. Sommers, Partner, Government Enforcement, Shanghai
• Matt T. Morley, Partner, Government Enforcement, Washington, D.C.
• Edward J. Fishman, Partner, Government Enforcement, Washington, D.C.

Program registration is complimentary. To register, please click here by Friday, October 14, 2011.

For further questions, please email Tracey Chuckas or call 202.778.9123.

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By: Mark D. Perlow, Shoshana L. Thoma-Isgur

On August 29, 2011, the Securities and Exchange Commission took action against a principal partner (the “Partner”) of a registered investment adviser to several private equity funds. The SEC issued an administrative order alleging that the Partner usurped investment opportunities from the adviser’s funds while failing to disclose a conflict of interest, thereby violating the adviser’s code of ethics, as well as violating the anti-fraud provisions of the federal securities laws, and aiding and abetting the violation of other federal securities laws.

To view the complete alert online, click here.
 

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By: Melanie Hibbs Brody, Paul F. Hancock, David G. McDonough, Jr., Stephanie C. Robinson

The powerful new Consumer Financial Protection Bureau (the “Bureau” or “CFPB”) is up and running, and is expected to soon begin investigating and prosecuting claims against covered persons under the Consumer Financial Protection Act (the “CFPA” or “Act”).

To this end, on July 28, 2011, the Bureau issued four interim final rules setting out procedures governing: (i) Bureau investigations of possible violations of federal consumer financial law; (ii) the Bureau’s use of administrative adjudications to enforce compliance with the Act, rules issued under the Act, and any other federal law or regulation the Bureau is authorized to enforce; (iii) how the Bureau will handle confidential information obtained from persons over which it exercises its authority; and (iv) the process by which state officials must notify the CFPB of actions or proceedings they take under the Act.

To read the complete alert online, click here.

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By: Daniel F. C. Crowley,  Bruce J. Heiman, Akilah Green, Karishma Shah Page, Collins R. Clark, Nicole B. Ehrbar 

July 21, 2011 will be the one year anniversary of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the most comprehensive reform of the U.S. regulatory framework governing the financial system since the Great Depression. In the year since enactment, there has been an unprecedented flurry of regulatory and Congressional activity. 

To view the complete alert, click here.
 
 
 
 

 

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By: Cary J. Meer, John W. Kaufmann, Jarrod R. Melson

On June 22, 2011, the Securities and Exchange Commission (“SEC”) issued a release adopting rules to implement and define the scope of two new exemptions from registration under the Investment Advisers Act of 1940 (“Advisers Act”). Congress created or directed the SEC to create these exemptions in Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 ("The Dodd-Frank Act"). The Dodd-Frank Act exempts from registration, among others:

• advisers solely to one or more venture capital funds (“Venture Capital Advisers”), and
• advisers solely to one or more qualifying private funds with aggregate assets under management in the United States of less than $150 million (“Private Fund Advisers”).

The Release adopts rules and definitions that give substance to these exemptions and clarify the terms and methods of their application.

To view the complete alert, click here.
 

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In 2011, businesses around the globe have had to react and adapt to an uncommon series of financial, environmental, and political disruptions, while governments seek expanded jurisdiction and pursue vigorous enforcement efforts to resolve their crises. K&L Gates continues to keep abreast of these events and the consequential effect on the relationship between the private and public sectors.

K&L Gates’ Global Government Solutions® 2011 Mid-Year Outlook offers analysis and perspectives on significant regulatory developments and trends for the coming year. Articles address a variety of government-related topics, including an array of financial regulatory reforms (including Dodd-Frank’s whistleblower program and state enforcement of consumer financial laws), the U.S. budget debate, worldwide energy and environmental policies, antitrust enforcement in the health care industry, and competition law issues.

To view the report, click here.
 

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By: David L. Beam, Stephanie C. Robinson

Debt collectors, consumer lenders, money transmitters, and prepaid card issuers, be forewarned: The Consumer Financial Protection Bureau (the “Bureau”) thinks it might need to send some examiners to your offices to see if you are complying with consumer protection laws.

The Dodd-Frank Act requires the Bureau to examine large banks, thrifts, credit unions, and their affiliates. The Act also allows the Bureau to conduct routine examinations of nonbank covered personsin the residential mortgage lending, private education lending, and payday lending markets, among others. Nondepository covered persons such as these will be subject to a risk-based supervision program that is designed to assess the covered person for compliance with Federal consumer financial law, obtain information about its activities, and assess risks to consumers and to the consumer financial markets. They may also have to register with the Bureau to help support the implementation of its supervision program.

To read the complete alert online, click here.

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By: Cary J. Meer, Deborah A. Linn, Jarrod R. Melson 

On May 25, 2011, the Securities and Exchange Commission (the “SEC”) proposed and sought comment on an amendment to Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “1933 Act”), that would address the mandate of Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 926 of the Dodd-Frank Act requires that the SEC issue rules within one year of the Dodd-Frank Act’s July 21, 2010 enactment precluding certain “felons and other ‘bad actors’” from participating in offerings of securities that are conducted pursuant to Rule 506 (the most commonly employed “safe harbor” for unregistered private placements of securities). This type of prohibition is commonly referred to as a “bad boy” disqualification. 

In this Alert, we briefly discuss:

• The proposed categories of persons that can trigger the “bad boy” disqualification with respect to an issuer’s offering of securities;
• The proposed categories of actions, judgments or other events that trigger disqualification;
• Exceptions to disqualification; and
• Certain key issues raised by the proposed rules for sponsors and investment managers of private investment funds.

To view the complete alert online, click here. 

 

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By: Howard M. Goldwasser, Sean P. Mahoney, Anthony R.G. Nolan, Drew A. Malakoff 

On April 14, 2011, a consortium of U.S. banking, housing and securities regulators (the “Regulators”) proposed joint regulations (the “Proposed Rules”) regarding credit risk retention in securitization. The Proposed Rules would implement Section 15G of the Securities Exchange Act of 1934, which requires the Regulators to prescribe joint regulations to require “any securitizer to retain an economic interest in a portion of the credit risk for any asset that the securitizer, through the issuance of an asset-backed security, transfers, sells or conveys to a third party.”

Generally speaking, a “securitizer” of any securitization would be required to retain at least 5 percent of the credit risk associated with the assets securitized in that transaction, unless an exemption were available under the Proposed Rules. The Proposed Rules prescribe some basic forms of risk retention that could be used in any type of securitization, as well as some forms of risk retention that would apply only to specific types of securitizations (such as those involving revolving asset master trusts, which are common to credit-card and automobile floorplan securitization, CMBS transactions, certain federal agency securities issuances, and ABCP conduits). The detailed requirements of the Proposed Rules would have far-reaching effects on the structure and practice of securitization.

Comments on the Proposed Rules are due on or before June 10, 2011.

To view the complete alert online, click here.
 

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By: Anthony R.G. Nolan, Lawrence B. Patent, Lloyd H. Johnson

On April 12, 2011, the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (the “Fed”), the Federal Deposit Insurance Corporation (the “FDIC”), the Farm Credit Administration (the “FCA”) and the Federal Housing Finance Agency (the “FHFA,” and with the OCC, Fed, FDIC and FCA, collectively, the “Prudential Regulators”) and the Commodity Futures Trading Commission (the “CFTC”) issued proposed rules regarding margin requirements for non-cleared swaps (and, in the case of the Prudential Regulators, security-based swaps) pursuant to the Dodd-Frank Act.

Public comment on the Prudential Regulator Proposed Rules must be submitted on or before June 24, 2011. Public comment on the CFTC Proposed Rules must be submitted by June 27, 2011.

To view the complete alert online, click here.
 

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By: Anthony R.G. Nolan, Skanthan Vivekananda

On March 17, 2011 the Securities and Exchange Commission (“SEC”) published for comment a proposed rule intended to “re-adopt” the beneficial ownership reporting requirements under Rules 13d-3 and 16a-1 of the Securities Exchange Act of 1934 (the “Exchange Act”) as they apply to security-based swaps. The proposed rule is one of a series of regulatory initiatives that the SEC has taken to reflect the inclusion of security-based swaps in the definition of “security” for purposes of the Exchange Act and the Securities Act of 1933 and to reflect the repeal of prohibitions that previously had existed in those statutes on the regulation of aspects of security-based swaps.

To view the complete alert online, click here.
 

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By: James E. Earle, Mark D. Perlow

On March 30, 2011, seven federal financial regulators published a proposed rule that would implement Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

As required by Section 956 of the Dodd-Frank Act, these joint regulations would prohibit “covered financial institutions” from entering into incentive-based compensation arrangements that encourage inappropriate risks, either because they provide certain covered persons of the covered financial institutions with excessive compensation, or because they could lead to material financial loss to the covered financial institution. As also required under Section 956, the regulations also would require covered financial institutions to disclose the structures of their incentive-based compensation arrangements in a manner sufficient to determine whether the foregoing prohibitions are being properly implemented.

To view the complete alert online, click here.
 

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By: Howard M. Goldwasser, Lloyd H. Johnson, Drew A. Malakoff

On January 20, 2011, the Securities and Exchange Commission (the “SEC”) published a final rule under the Securities Act of 1933 (the “Securities Act”) to set requirements for due diligence procedures and disclosure in asset-backed securities offerings. This rule is designed to implement Section 943 of the Dodd-Frank Act.

The new rule, Securities Act Rule 193, requires issuers of publicly offered asset-backed securities (“ABS”) to “perform a review of the pool assets underlying the asset-backed security.” In conjunction with Rule 193, the SEC has amended Item 1111 of Regulation AB to require that issuers also disclose the nature of the review of the assets, the “findings and conclusions” of the review and information regarding the amount and characteristics of assets that deviate from the underwriting criteria.

The Final Rule is effective as of March 28, 2011, but only registered offerings of ABS commencing with an initial bona fide offer after December 31, 2011 must comply with the Final Rule.

To view the complete alert online, click here.
 

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By: Susan I. Gault-Brown, Cary J. Meer, Lawrence B. Patent  

On January 26, 2011, the Commodity Futures Trading Commission (“CFTC”) proposed rescinding several exemptive rules (the “Private Fund Exemptive Rules”), adopted in 2003, that many operators (general partners/managing members) of private funds that directly or indirectly trade futures contracts and commodity options, and advisers to such funds, rely on to exempt themselves from registration as commodity pool operators (“CPOs”) – Rules 4.13(a)(3) and 4.13(a)(4) – and from registration as commodity trading advisors (“CTAs”) – Rule 4.14(a)(8)(i)(D).

If adopted, the CFTC’s proposal to rescind the Private Fund Exemptive Rules would require operators of private funds that wish to continue or begin trading futures contracts, commodity options, and – as of July 16, 2011 – swaps (together, “commodity interests”), to register as CPOs. Likewise, if adopted, the CFTC proposal would require certain advisers to private funds that continue or begin to trade commodity interests to register as CTAs. Importantly, as of July 21, 2011, many of these advisers will also be subject to investment adviser regulation by either the Securities and Exchange Commission (“SEC”) or one or more states. As a result, if the CFTC’s proposal is adopted, advisers to private funds that trade commodity interests likely will be subject to dual SEC/CFTC regulation.

To view the complete alert online, click here.
 

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By: Lorraine Massaro, Anthony R.G. Nolan, Brian M. McNamara

On January 7, 2010, the CFTC proposed regulations (the “Proposed Regulations”) that would apply to the registration and operation of swap execution facilities (“SEFs”), including provisions designed to implement the core principles with which a SEF must comply to be registered and to maintain registration as a SEF under the Commodity Exchange Act (the “CEA”), as amended by the Dodd-Frank Act. The Proposed Regulations also set forth guidance, acceptable practices and other requirements for SEFs. SEFs form a new type of regulated marketplace for the trading of swaps provided for in Sections 5h and 2(h)(8) of the CEA.

To view the complete alert online, click here.
 

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By: Susan I. Gault-Brown, Cary J. Meer, Lawrence B. Patent

On January 26, 2011, the Commodity Futures Trading Commission (“CFTC”) proposed amendments to CFTC Rule 4.5. CFTC Rule 4.5 currently excludes certain “qualifying entities,” including registered investment companies (“Registered Funds”), from CFTC regulation as commodity pool operators (“CPOs”). Under the proposed amendments, Registered Funds wishing to continue to claim the Rule 4.5 exclusion from CPO status would be required to limit their use of commodity futures and commodity options, and possibly swaps, and comply with certain marketing restrictions. Significantly, Registered Funds that are unable to operate their current investment programs under the proposed amendments to Rule 4.5 – including, but not limited to, so-called “managed futures” or “commodities strategy” funds and certain registered funds of hedge funds – would be forced either to change their investment program or face dual regulation by the Securities and Exchange Commission (“SEC”) and the CFTC. Among other matters, CFTC regulation would require the operator of such a Registered Fund – likely the Registered Fund’s board of directors – to register as a CPO and could require the Registered Fund’s adviser to register as a commodity trading advisor.

To view the complete alert online, click here
 

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By: Arthur C. Delibert, Mark D. Perlow

As directed by the Dodd-Frank Act, the Securities and Exchange Commission and the Commodity Futures Trading Commission on January 26, 2011 jointly proposed new Form PF, which they would use to gather information aimed at evaluating the degree of “systemic risk” presented by certain types of private funds whose managers were either registered with the SEC or jointly registered with the SEC and the CFTC. On the same day, the CFTC also proposed new Form CPO-PQR and Form CTA-PR, which would solicit from commodity pool operators and commodity trading advisors that are registered with the CFTC, but not the SEC, information generally identical to that sought through Form PF. Proposed Form PF encompasses over 60 categories of questions and would collect from private fund managers information unprecedented in its scope and detail.

To view the complete alert online, click here.
 

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By: Diane E. Ambler, Mark C. Amorosi

On January 18, 2011, the Financial Stability Oversight Council (the “FSOC”) issued a notice of proposed rulemaking regarding the circumstances under which nonbank financial companies, such as investment managers and broker-dealers, would become subject to supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The notice sets forth a framework that provides broad discretion to the FSOC in making its determinations, which the notice states will be based on a combination of qualitative and quantitative metrics, but it provides little clarity on the metrics or other factors that would cause the FSOC to designate a nonbank financial company as systemically important enough to be under supervisory authority of the Federal Reserve.

To view the complete alert online, click here.
 

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By Diane E. Ambler, András P. Teleki.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Securities and Exchange Commission (“Commission”) on January 18, 2011 proposed amendments to its “accredited investor” definition limiting natural persons who would qualify as purchasers under the private offering exemptions under the Securities Act of 1933.  The Dodd-Frank Act requires the net worth financial standards by which the Commission defines an “accredited investor” to exclude the value of a natural person’s primary residence.  The change was effective on July 21, 2010, the date the Dodd-Frank Act became law, and the proposed Commission rules reflect the new standard consistent with interpretations by the Commission’s Division of Corporation Finance shortly after enactment of the Dodd-Frank Act.  The Commission also proposed technical conforming amendments to Form D and several other rules. 

To view the complete alert online, click here.

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K&L Gates continues to monitor and analyze the shifting relationships between business and government worldwide, as governments around the globe are increasingly involved in the economy and the private sector. Effectively navigating these dynamic relationships has become a significant challenge for organizations large and small.

K&L Gates' Global Government Solutions 2011 Annual Outlook contains informative articles on some of the most consequential government developments that we anticipate in 2011. Among the topics covered are the implementation of the Dodd-Frank financial reform law and the Basel III accords on international financial regulation, the global convergence of competition law, changes in the health care industry and related regulations, environmental and energy policies, aggressive regulatory and law enforcement efforts, and changes in the political landscape.

To view the report, click here.

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By: Anthony R.G. Nolan, Drew A. Malakoff, Shawn McBride, Lynwood E. Reinhardt 

On January 4, 2011, the SEC published for comment new and amended rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that set forth the conditions under which issuers of publicly registered ABS may suspend the obligation to file periodic Exchange Act reports. The proposed rules are intended to implement the disclosure requirements contained in Section 942(a) of the Dodd-Frank Act.

In conjunction with the proposed rule, the SEC staff also published a no-action letter that provides for limited grandfather protection for Exchange Act reporting requirements of issuers of registered ABS that had been issued during or prior to 2009.

Comments on the proposed rules must be submitted by February 7, 2011.

To view the complete alert online, click here.
 

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By: Anthony R.G. Nolan, Gordon F. Peery, Drew A. Kelly

On December 15, 2010, the CFTC proposed a comprehensive set of principle-based regulations that would establish standards of compliance for derivatives clearing organizations DCOs. The proposed regulations would establish the standards of compliance for relating to (i) reporting; (ii) recordkeeping; (iii) public information; and (iv) information sharing. The proposed regulations are designed to implement Section 5b(c)(2) of the Commodity Exchange Act, as amended by Section 725(c) of the Dodd-Frank Act.

Public comments on the proposed rules must be filed with the CFTC on or before February 14, 2011.

To view the complete alert online, click here.
 

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By: Philip M. Cedar, Angela L. Cottrell

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) amended Section 15B of the Securities Exchange Act of 1934 to (i) require municipal advisors to register with the Securities and Exchange Commission (“SEC” or the “Commission”), (ii) grant the Municipal Securities Rulemaking Board regulatory authority over municipal advisors and (iii) impose a fiduciary duty on municipal advisors when advising municipal entities. On December 20, 2010, the Commission proposed Rules 15Ba1-1 through 15Ba1-7 (the “Proposed Rules”), which would establish a permanent registration regime for municipal advisors by, among other matters, creating a set of disclosure forms for both municipal advisory entities and certain of their employees to file with the Commission and be made publicly available. The Proposed Rules also provide additional guidance as to the activities that would require registration as a municipal advisor and impose certain record-keeping requirements on such advisors. If adopted, the Proposed Rules would replace the temporary, more limited registration requirements under interim Rule 15Ba2-6T, which became effective on October 1, 2010, which the SEC issued to comply with a deadline imposed by the Dodd-Frank Act.

To view the complete alert online, click here.
 

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By: Philip M. Cedar, Stacey H. Crawshaw-Lewis, Lawrence B. Patent, Lloyd H. Johnson

On December 9, 2010, the CFTC proposed for comment a far-reaching set of business conduct rules (collectively, the “Proposed Regulation”) to govern swap dealers (“SDs”) and major swap participants (“MSPs”) in their dealings with counterparties. The Proposed Regulation would prohibit certain fraudulent and abusive practices and impose significant disclosure, diligence, suitability and transaction execution obligations on SDs and MSPs. In addition, where an SD or MSP acts as an advisor to a counterparty that is a “Special Entity,” including certain governmental entities, municipalities, employee and governmental benefit plans and endowments, it must act in the “best interests” of such Special Entity and have a reasonable basis to believe that the Special Entity has a qualified representative meeting certain sophistication and independence criteria. The Proposed Regulation also contains “pay-to-play” provisions that would prohibit SDs and MSPs from entering into swaps with municipal entities if they make certain political contributions to officials of such entities.

To view the complete alert online, click here.
 

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By: Lawrence B. Patent

On December 9, 2010, the CFTC adopted an interim final rule (the “IFR”) regarding the reporting of information about “transition swaps” (which are defined as swap transactions that have been entered into after July 21, 2010, the date of enactment of the Dodd-Frank Act, and prior to the effective date of the swap data reporting and recordkeeping rules implementing the Dodd-Frank Act).

Under the IFR, transition swaps must be reported (the mechanics of which are discussed below) in accordance with the requirements set forth in new Section 2(h)(5)(B) of the Commodity Exchange Act (the “CEA”), which was added by Section 723 of the Dodd-Frank Act. CEA Section 2(h)(5)(B) generally requires parties to transition swaps to report certain information regarding such swaps to a swap data repository or to the CFTC. Because rules implementing the reporting requirements of CEA Section 2(h)(5)(B) have yet to be put into effect, the CFTC adopted this IFR to regulate the reporting and record retention relating to transition swaps before such rules become effective.

Although open for comment, the IFR is binding on swap market participants from its date of adoption.

To view the complete alert online, click here.
 

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By: Lawrence B. Patent

On December 1, 2010, the CFTC proposed regulations under Section 725 of the Dodd-Frank Act that would establish standards by which derivatives clearing organizations (“DCOs”) must demonstrate compliance with certain core principles, as well as requirements for a DCO chief compliance officer, as set forth in Section 5b of the Commodity Exchange Act. The proposed regulations would also make certain technical amendments to other existing CFTC regulations to conform to requirements of the Dodd-Frank Act.

This alert discusses the Dodd-Frank Act’s grant of explicit rulemaking authority to the CFTC concerning DCOs, which could lead to requirements on DCOs beyond those established by the statutory core principles, an expansion of the core principle related to antitrust, as well as a new core principle added by the Dodd-Frank Act regarding legal risk.

Public comment on the proposed regulations may be filed with the CFTC on or before February 11, 2011.

To view the complete alert online, click here.
 

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By: Susan I. Gault-Brown, Anthony R.G. Nolan, Lawrence B. Patent

On December 21, 2010, the Commodity Futures Trading Commission and the Securities and Exchange Commission jointly proposed rules to clarify the Dodd-Frank Act definitions of the terms “swap dealer,” “security-based swap dealer,” “major swap participant,” and “major security-based swap participant,” and “eligible contract participant.” The proposed definitions, if finalized as proposed, would provide greater clarity to the scope of the definitions of those terms as used in the Dodd-Frank Act but would also have profound implications for a large number of participants in the swap and security-based swap market.

To view the complete alert online, click here.
 

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By Anthony R.G. Nolan.

On November 23, 2010, the Commodity Futures Trading Commission proposed a rule to implement requirements relating to conflicts of interest for swap dealers (“SDs”) and major swap participants (“MSPs”) that are contained in Section 4s(j)(5) of the Commodity Exchange Act, which was added pursuant to Section 731 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Proposed Rule 23.605 would generally address conflicts of interest that arise as a result of (1) research reports prepared and/or released by SDs and MSPs, (2) certain clearing determinations made by persons in the clearing arms of SDs and MSPs, and (3) disclosures made to customers of SDs and MSPs regarding potential derivatives transactions.

Public comment on the proposed rule must be received on or before January 24, 2011.  

To view the complete alert online, click here.

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By Edward G. Eisert, Lawrence B. Patent.

On December 2, 2010, the Securities and Exchange Commission published for comment proposed Regulation SBSR – Reporting and Dissemination of Security-Based Swap Information (“Proposed Rule”)  that is intended to facilitate the reporting and dissemination of “security-based swap” information under the Securities Exchange Act of 1934 as required by Sections 763 and 766 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. 

The deadline for submitting comments on the Proposed Rule is January 18, 2011.

To view the complete alert online, click here.

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By John W. Kaufmann, Jarrod R. Melson.

On November 19, 2010, the Securities and Exchange Commission issued a release proposing rules to implement and define the scope of two new exemptions from registration under the Investment Advisers Act of 1940.  Congress created or directed the SEC to create these exemptions in Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010.  The Dodd-Frank Act exempts from registration, among others:

• an adviser solely to one or more venture capital funds (“Venture Capital Advisers”), and
• an adviser solely to one or more private funds with aggregate assets under management in the United States of less than $150 million (“Private Fund Advisers”).

The release proposes rules and definitions that give substance to these exemptions and clarify the terms and methods of their application, but leave many issues unaddressed.  This alert discusses each exemption and the proposed rules in the release relating to such exemptions. 

To view the complete alert online, click here.

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By: Alan P. Goldberg

In companion releases designed to implement the provisions of the Dodd-Frank Act, the SEC recently proposed rules under the Advisers Act to, among other matters, implement the registration of private fund advisers with the SEC, enunciate proposed reporting requirements for hedge fund and other investment advisers, as well as reporting requirements for “exempted advisers,” reallocate regulatory responsibility, and define exemptions for advisers to venture capital funds, private fund advisers with less than $150 million under management (“Exempt Reporting Advisers”) and foreign private advisers.

The SEC also took the opportunity in these releases to propose rules that would require advisers to provide additional information about three areas of their operations:

• the private funds they advise;
• the data that advisers provide about their advisory business; and
• advisers’ non-advisory activities and their financial industry affiliations.

The SEC also proposed certain additional changes intended to improve its ability to assess compliance risks and to identify advisers that are subject to the Dodd-Frank Act’s requirements concerning certain incentive-based compensation arrangements. This alert outlines these proposed new disclosure requirements, which the SEC noted are designed to assist it in assessing the risk of the adviser.

To view the complete alert online, click here.
 

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By: Donald A. Kaplan, Charles R. Mills, Anthony R.G. Nolan, Lawrence B. Patent

The CFTC recently published six proposed regulations delineating the duties of swap dealers (“SDs”) and major swap participants (“MSPs”) relating to (i) risk management procedures; (ii) monitoring trading to prevent violations of applicable position limits; (iii) diligent supervision; (iv) business continuity and disaster recovery; (v) disclosure to and access by regulators of general information; and (vi) antitrust considerations. The proposed regulations are designed to implement the registration and regulatory requirements of new Section 4s(j) of the Commodity Exchange Act (the “CEA”), which was adopted pursuant to Section 731 of the Dodd-Frank Act.

To view the complete alert online, click here.
 

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December 14, 2010  11:00 a.m. - 12:30 p.m. EST

Please join us for a complimentary webinar as our panel discusses the best practices and emerging trends in global private placements in today's global economy.

Topics Include:

• US Private Placements of Private Funds - A Quick Review and How
  Dodd-Frank Affects Them 
• Dodd Frank - Private Fund Report Requirements
• Dodd Frank - Investment Adviser Registration Requirements and the
  Foreign Adviser
• Adviser Registration - What it Means in Practice
• Products and Services Needed by Advisers After Dodd-Frank
• EU Private Placements Today
• The AIFMD: The End of EU Private Placements as We Know Them?
• UCITS IV: The Alternative Directive to the AIFMD?

To register, please click here.

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By Charles R. Mills, Anthony R.G. Nolan.

The The Commodity Futures Trading Commission has proposed two rules to implement the anti-manipulation authority added in Sections 6(c)(1) and 6(c)(3) of the Commodity Exchange Act pursuant to Section 753 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Proposed Rule 180.1 generally would make it unlawful to employ any manipulative or deceptive device or contrivance relating to a swap, or a contract of sale of a commodity, in interstate commerce, or for future delivery on or subject to the rules of any registered entity.   Proposed Rule 180.2 would make it unlawful for any person, directly or indirectly, to manipulate or attempt to manipulate the price of any swap, or of any commodity in interstate commerce, or for future delivery on or subject to the rules of any registered entity.    

To view the complete alert online, click here.

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By: Susan I. Gault-Brown, Anthony R.G. Nolan, Robert A. Wittie

On November 3, 2010, the Securities and Exchange Commission published for comment a proposed rule intended to implement anti-fraud and anti-manipulation provisions regarding security-based swaps pursuant to Section 763(g) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Proposed Rule 9j-1 under the Securities Exchange Act of 1934 would make it unlawful for any person to directly or indirectly engage in fraud, manipulation or deception in connection with the offer, purchase or sale of any security-based swap, as well as “the exercise of any right or performance of any obligation under” a security-based swap. The proposed rule is intended to make clear that the fraud and manipulation protections of the federal securities laws apply not only to offers, purchases and sales of security-based swaps but also explicitly to “the cash flows, payments, deliveries, and other ongoing obligations and rights that are specific to security-based swaps.”

Comments are due on or before December 23, 2010.

To view the complete alert online, click here.
 

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By: James E. Earle

Originally published July 7, 2010
Updated November 12, 2010

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted on July 21, 2010. While the Act’s primary purpose is to broadly reform the regulation of the financial services industry, within the massive text of the Act lurk new requirements that will impact executive compensation and corporate governance practices at most public companies, not just banks. This alert highlights these key executive compensation and governance changes, with updates on agency rule making through November 12, 2010.

In many cases, the Act directs the Securities and Exchange Commission (“SEC”) to implement the Act’s requirements by adopting rules or directing the national securities exchanges or associations (the “securities exchanges”) to adopt rules. The Act also authorizes the SEC or securities exchanges to exempt certain companies, such as smaller issuers, from some of the Act’s requirements.

To view the complete alert online, click here.
 

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By George P. Attisano, Clair E. Pagnano, Joanne A. Skerrett.

On October 21, 2010, the President’s Working Group on Financial Markets released a report detailing a number of potential options to address systemic risks that it believes are presented by money market funds (“money funds”) and to reduce what it views as these funds’ susceptibility to runs.  The report (entitled “Money Market Fund Reform Options”) (the “Report”) discusses several proposed reforms that it suggests should be reviewed by the Financial Stability Oversight Council (“FSOC”), which was established under the Dodd-Frank Act.  The Report was prepared in response to a proposal by the Treasury Department in its white paper on financial reform in June 2009 and is over a year late.  The Report makes no recommendations and expresses no preferences regarding these policy options and in fact strives to present the arguments for and against each option.

To view the complete alert online, click here.

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by Philip M. Cedar, Anthony R.G. Nolan, Drew A. Malakoff

On October 19, 2010, the Securities and Exchange Commission (the “SEC”) published for comment several new rules intended to implement the disclosure requirements contained in Section 945 and a portion of Section 932 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The focus of these proposed rules is due diligence on securitized assets and disclosure of the diligence review. These proposed rules give further insight into the morass of issues facing the industry under the new order of securitization. 

To view the complete alert online, click here.

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By: Jeffrey W. Acre

On October 18, 2010, the Securities and Exchange Commission (the “SEC”) proposed various new rules and amendments to existing rules (collectively, the “Proposed Rules”) to implement controversial provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) dealing with shareholder approval of a company’s executive compensation (commonly referred to as “say-on-pay”) and compensation arrangements between named executive officers and companies involved in certain significant transactions (commonly referred to as “golden parachute” compensation). This alert summarizes the key aspects of the Proposed Rules, including timing and transition matters.

To view the complete alert online, click here.
 

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By Lawrence B. Patent.

On October 1, 2010, the Commodity Futures Trading Commission (“CFTC”) adopted “interim final rules” regarding the reporting of information about swap transactions entered into prior to the July 21, 2010 enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Securities and Exchange Commission (“SEC”) adopted similar interim final rules for security-based swaps on October 13, 2010.  Because the infrastructure envisioned by Dodd-Frank for receiving information about swap transactions is not yet in place, the interim final rules require parties to pre-enactment swaps to retain certain records related to the transactions, but the actual reporting of data about pre-enactment swaps is generally deferred until the CFTC and SEC implement the necessary rules and swap data repositories are established.

The rules apply to “pre-enactment unexpired swaps,” which are defined to mean any swap that was entered into prior to the enactment of Dodd-Frank on July 21, 2010, the terms of which had not expired as of that date. Accordingly, all parties to unexpired swap transactions entered into prior to July 21, 2010 should retain all relevant documentation and review their recordkeeping compliance systems to make sure that data related to such swaps are being captured and maintained.

To view the complete alert online, click here.

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By Lawrence B. Patent.

On October 1, 2010, the Commodity Futures Trading Commission (“CFTC”) adopted “interim final rules” regarding the reporting of information about swap transactions entered into prior to the July 21, 2010 enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Securities and Exchange Commission (“SEC”) adopted similar interim final rules for security-based swaps on October 13, 2010.  Because the infrastructure envisioned by Dodd-Frank for receiving information about swap transactions is not yet in place, the interim final rules require parties to pre-enactment swaps to retain certain records related to the transactions, but the actual reporting of data about pre-enactment swaps is generally deferred until the CFTC and SEC implement the necessary rules and swap data repositories are established.

The rules apply to “pre-enactment unexpired swaps,” which are defined to mean any swap that was entered into prior to the enactment of Dodd-Frank on July 21, 2010, the terms of which had not expired as of that date. Accordingly, all parties to unexpired swap transactions entered into prior to July 21, 2010 should retain all relevant documentation and review their recordkeeping compliance systems to make sure that data related to such swaps are being captured and maintained.

To view the complete alert online, click here.

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K&L Gates Webinar: HUD Interpretive Rule – Are Marketing Agreements Under Siege?

Date/Time: Tuesday, September 14, 2010 at 2:00 p.m. EDT
 
Location: Attend via Webinar. Login directions will be distributed via email the day before the event.

RSVP: Click here to register online. Registration closes at 5:00 p.m. EDT on September 10.

As Section 8 of the Real Estate Settlement Procedures Act ("RESPA") provides an exemption for payments made by one person to another person for actual, necessary, and distinct services, mortgage lenders, homebuilders, real estate brokers, title insurance companies, and other settlement service providers have maintained marketing agreements for decades without much guidance from the U.S. Department of Housing and Urban Development ("HUD"). That all changed on June 25, 2010 when HUD issued a RESPA interpretive rule regarding the permissibility of marketing agreements between home warranty companies and real estate brokers and agents. Although the interpretive rule provided RESPA guidance in the limited circumstance of per-transaction home warranty marketing agreements, HUD's interpretation has caused settlement service providers generally to question the RESPA compliance of flat fee marketing and service agreements, as well as the permissible types of marketing services performed under these agreements.

Join us on Tuesday, September 14, 2010 from 2:00 p.m. until 3:15 p.m. Eastern Daylight Time for a webinar to learn more about HUD's interpretive rule and the effects this interpretation could have on your existing marketing agreements. Time for questions and answers will follow the webinar presentation.

Speakers Include:

• Phillip L. Schulman, Partner, Washington, D.C.
• Holly Spencer Bunting, Associate, Washington, D.C.

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K&L Gates Webinar: The Politics of Dodd-Frank Rule Making – Comment Letters Are Not Enough

Date/Time:
Thursday, September 16, 2010 at 2:00 p.m. EDT

Location:
Attend via Webinar. Login directions will be distributed via email the day before the event.

RSVP:
Click here to register online. Registration closes at 5:00 p.m. EDT on September 14.

K&L Gates is pleased to invite you to our complimentary Webinar on the politics of rule making under the Dodd-Frank Act conducted by members of our Public Policy Practice Group in consultation with our Financial Services Practice Area.

The recently enacted Dodd-Frank Act is the most comprehensive regulatory reform in the financial services industry affecting nearly every part of the financial services industry. The new law is over 2000 pages long with 315 required rule makings, 145 required studies and reports, and dozens of ambiguities and internal contradictions. Many significant issues and thousands of details have been left to the regulators – who must proceed (and are proceeding) immediately and with unusual speed to fill in much of the substance – including issues such as:

• To what extent will investment companies or their managers be considered companies "predominately engaged in financial activities" falling within the scope of Financial Stability Oversight Council (FORC) regulations that are to be designed to "identify risks to the financial stability of the U.S.," "promote market discipline" and "respond to emerging threats to the stability of the U.S. financial system"
• What investor protection regulations will be considered by the new Investor Advisory Committee to be established within the SEC to advise and consult on investor protection, the effectiveness of disclosure and related issues?
• What will be the prohibitions on sponsoring or investing in private funds under the Volcker Rule?
• What is a "major swap participant" or a "major security-based swap participant," what constitutes a "substantial position" in swaps that could have systemic implications, and what positions will be deemed to constitute hedging or mitigating of "commercial risk," which will be excluded from computation of a substantial position?
• What is a qualified residential mortgage loan under the risk retention rules?
• How will the Bureau of Consumer Financial Protection define "unfair"?

But this is not simply a dry, technical process dependent on the filing of substantive comments in response to the notice of proposed rule making. Certainly that will be necessary. But those impacted by the new law just file comments at their peril.

This policy making process will be political from the start, with the regulators responsive to Congressional informal oversight and direction (which could change dramatically with the fall elections). One House Subcommittee Chairman held an oversight hearing with the SEC before the bill was even signed! Moreover, Congressional leaders already have recognized the need for additional legislation to make "technical corrections" and possibly substantive modifications as well. Companies and their trade associations will be seeking to use this process to minimize burdens and to advantage themselves competitively. What will you do? Some companies make things happen – others just say "what happened?" This Webinar will discuss how getting involved early and adopting a comprehensive approach to regulatory implementing activity can provide significant benefits.

To learn more, please join us for a one-hour complimentary Webinar on Thursday, September 16.

We’ll leave time at the end of the Webinar for questions.

For more information please visit the Financial Services Reform Webpage.

Speakers Include:

• Bruce J. Heiman, Partner, Washington, D.C.
• Daniel F. C. Crowley, Partner, Washington, D.C.
• William A. Kirk, Partner, Washington, D.C.
• Karishma Shah Page, Associate, Washington, D.C.

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The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act") represents the most dramatic revision of the U.S. financial regulatory framework since the Great Depression.

K&L Gates lawyers and policy professionals have been actively involved in many aspects of the Dodd-Frank Act and have sought to provide our clients and friends with updated information and analysis on some of its key provisions. Through focused and coordinated efforts of our Financial Services, Corporate and Policy and Regulatory practice areas, K&L Gates has prepared a series of alerts on key provisions of the Act. Below we list the financial reform alerts that we have distributed to date on the Dodd-Frank Act, all of which may be accessed electronically through a link to our Financial Reform webpage.

To view the complete alert online, click here.

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By: Diane E. Ambler, Edward G. Eisert, Alan P. Goldberg, Mary C. Moynihan, Stevens T. Kelly

The core provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) for the most part focus on areas of the financial services industry other than the registered fund sector. However, the Dodd-Frank Act’s sweeping expansion of federal regulation in the financial sector will affect investment companies and the investment management industry as a whole, generally in indirect and often subtle ways. Moreover, many of the more controversial issues under consideration during the legislative process were left to be resolved by regulatory studies and rulemakings, and in some cases further remedial legislation, deferring their resolution to a future date.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Municipal Securities Provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act - August 1, 2010

Financial Reform Bill Strengthens Regulation, Expands Potential Liability of Credit Rating Agencies - July 22, 2010

Congressional Overhaul of the Derivatives Market in the United States - July 21, 2010

Dodd-Frank Act Includes Immediate Change to 'Accredited Investor' Definition for Natural Persons - July 21, 2010

Originate-to-Distribute Lives on in Securitizations of Plain Vanilla Residential Mortgages: The Securitization Reform Provisions of the Dodd-Frank Act - July 21, 2010

A New Era: Depository Institutions and Their Holding Companies Face a Deluge of Regulatory Changes - July 20, 2010

HVCC's Sunset and Other Appraisal Reforms on the Horizon - July 19, 2010

The Resolution of Systemically Important Nonbank Financial Companies… Will It Work? - July 16, 2010

Loan Servicing Déjà Vu - July 14, 2010

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010

Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010
 

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By: Stacey H. Crawshaw-Lewis, Deanna L. S. Gregory, Carol Juang McCoog

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act includes several provisions of potential interest to participants in the municipal bond market. The Dodd-Frank Act will require registration and regulation of previously unregulated swap and other municipal advisors. The Dodd-Frank Act also addresses the composition and authority of the Municipal Securities Rulemaking Board (the “MSRB”) and funding of the Governmental Accounting Standards Board (“GASB”). Finally, the Dodd-Frank Act directs a number of studies regarding the municipal securities market, including a study to address “the advisability of the repeal or retention of” the Tower Amendment.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Financial Reform Bill Strengthens Regulation, Expands Potential Liability of Credit Rating Agencies - July 22, 2010

Congressional Overhaul of the Derivatives Market in the United States - July 21, 2010

Dodd-Frank Act Includes Immediate Change to 'Accredited Investor' Definition for Natural Persons - July 21, 2010

Originate-to-Distribute Lives on in Securitizations of Plain Vanilla Residential Mortgages: The Securitization Reform Provisions of the Dodd-Frank Act - July 21, 2010

A New Era: Depository Institutions and Their Holding Companies Face a Deluge of Regulatory Changes - July 20, 2010

HVCC's Sunset and Other Appraisal Reforms on the Horizon - July 19, 2010

The Resolution of Systemically Important Nonbank Financial Companies… Will It Work? - July 16, 2010

Loan Servicing Déjà Vu - July 14, 2010

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010

Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010

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By Diane E. Ambler, Mark C. Amorosi, Robert J. Zutz, Brian M. Johnson, and Andrea Ottomanelli Magovern

On July 21, 2010, the Securities and Exchange Commission proposed a new rule and rule and form amendments that would restructure the regulatory framework for payments by mutual funds for the marketing and distribution of fund shares (the “Proposal”).  The Proposal, which was unanimously approved for public comment, would continue to allow the use of fund assets to pay for distribution expenses, but would implement a new approach to regulating such payments.  This new approach would break out the types of asset-based distribution fees currently paid pursuant to Rule 12b-1 under the Investment Company Act of 1940 into two components—fees for marketing and services, and asset-based sales charges—both of which could be used to finance distribution-related activities.      

As described in the attached Alert, the Proposal would limit fees for marketing and services to 25 basis points per year and establish cumulative limits for asset-based sales charges imposed in addition to the fees for marketing and services.  The Proposal also would substantially reduce the duties placed upon fund boards with respect to the payment of asset-based distribution fees.  In addition, the Proposal would require enhanced disclosure of these and other charges in transaction confirmations and would require funds to provide conforming disclosures in their registration statements, among other documents.  The Proposal also includes a component that would permit, but not require, funds to establish classes of shares to sell through broker-dealers that would determine their own sales compensation, rather than simply imposing the charges described in the prospectus as required under current law.  

To view the complete alert online, click here.

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K&L Gates Webinar Recording

By Michael S. Caccese, Nicholas S. Hodge, Rebecca O'Brien Radford, George Zornada .

Program Overview
On July 21, President Obama signed into law the "Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010." The new law will require all hedge fund managers (with certain exceptions for small and mid-sized managers) to register with the Securities and Exchange Commission and will subject them to regulatory oversight both under the Investment Advisers Act and under a new systemic risk regime administered by the SEC and a new Financial Stability Oversight Council. Under an amended version of the Volcker Rule, federally insured depository institutions and financial holding companies will face strict limitations on sponsoring and investing in hedge funds. In addition, the legislation has increased the enforcement powers and budget of the SEC, which is now focused as never before on hedge funds.

If you were unable to join us for the original presentation on July 27, 2010, you may access the webinar recording and presentation materials by clicking here.

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By: Edward G. Eisert, Charles R. Mills, Anthony R.G. Nolan, Lawrence B. Patent, Gordon F. Peery

On July 15, 2010, the U.S. Senate passed by a 60-39 vote the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), following earlier passage of the legislation by a 237 to 192 vote in the U.S. House of Representatives on June 30, 2010. On July 21, 2010, President Obama signed Dodd-Frank into law.

To view the complete alert online, click here. 

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

“Originate-to-Distribute” Lives on in Securitizations of Plain Vanilla Residential Mortgages: The Securitization Reform Provisions of the Dodd-Frank Act - July 21, 2010

Dodd-Frank Act Includes Immediate Change to “Accredited Investor”
Definition for Natural Persons - July 21, 2010 

A New Era: Depository Institutions and Their Holding Companies Face a Deluge of Regulatory Changes - July 20, 2010

HVCC's Sunset and Other Appraisal Reforms on the Horizon - July 19, 2010

The Resolution of Systemically Important Nonbank Financial Companies… Will It Work? - July 16, 2010

Loan Servicing Déjà Vu - July 14, 2010

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010
 
Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010
 
New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010

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By: Steven M. Kaplan, Sean P. Mahoney, Anthony R.G. Nolan

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) constitutes the most sweeping financial reform package since the 1930s. Title IX of the Dodd-Frank Act (“Title IX”), entitled the “Investor Protection and Securities Reform Act of 2010” enacts a grab bag of substantial changes to capital markets regulation and practices in the hope of putting back in their bottles the twin genies of moral hazard and lax regulation that are widely viewed as the tinder that sparked the great credit conflagration of 2008. Subtitle D of Title IX, entitled “Improvements to the Asset-Backed Securitization Process” (“Subtitle D”), has been of particular interest to capital markets participants both because practices in securitization markets are widely credited with contributing uniquely to the credit crisis and because of the sense of many that the resuscitation of robust securitization markets is one of the key predicates to an economic recovery.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Dodd-Frank Act Includes Immediate Change to “Accredited Investor”
Definition for Natural Persons - July 21, 2010 

A New Era: Depository Institutions and Their Holding Companies Face a Deluge of Regulatory Changes - July 20, 2010

HVCC's Sunset and Other Appraisal Reforms on the Horizon - July 19, 2010

The Resolution of Systemically Important Nonbank Financial Companies… Will It Work? - July 16, 2010

Loan Servicing Déjà Vu - July 14, 2010

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010
 
Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010
 
New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010

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By: Kristy T. Harlan, Vincent J. Pisano

On July 21, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Among the many provisions of the Dodd-Frank Act is a change to the definition of "accredited investor" under the Securities Act of 1933, which takes effect immediately and may impact issuers currently engaged in private offerings.

 To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

A New Era: Depository Institutions and Their Holding Companies Face a Deluge of Regulatory Changes - July 20, 2010

HVCC's Sunset and Other Appraisal Reforms on the Horizon - July 19, 2010

The Resolution of Systemically Important Nonbank Financial Companies… Will It Work? - July 16, 2010

Loan Servicing Déjà Vu - July 14, 2010

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010
 
Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010
 
New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010
 

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By: Rebecca H. Laird, Sean P. Mahoney, Collins R. Clark

On June 30, 2010, the U.S. House of Representatives adopted the conference report on H.R. 4173, the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act" or "Act"), which restructures the regulatory framework for most banking organizations. The U.S. Senate followed suit on July 15, 2010. The Act is expected to be signed into law shortly. Although the full impact of the Dodd-Frank Act cannot be assessed until implementing regulations are released, depository institutions and their affiliates face new regulators, increased activities restrictions and capital requirements, and numerous other fundamental changes in how they are regulated.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

HVCC's Sunset and Other Appraisal Reforms on the Horizon - July 19, 2010

The Resolution of Systemically Important Nonbank Financial Companies… Will It Work? - July 16, 2010

Loan Servicing Déjà Vu - July 14, 2010

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010

Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010

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By: Nanci L. Weissgold, Kerri M. Smith

Congress is poised to eliminate the contentious Home Valuation Code of Conduct, (the “HVCC”), and with the HVCC set to sunset, more expansive (and expensive) appraisal reforms are on the horizon. Tucked within the massive Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) are provisions that will strengthen appraiser independence and enforcement, regulate the use of broker price opinions (“BPOs”), set standards for pricing of appraisals and appraiser valuation model products (“AVMs”), and subject appraisal management companies (“AMCs”) to potential federal and state oversight.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

The Resolution of Systemically Important Nonbank Financial Companies… Will It Work? - July 16, 2010

Loan Servicing Déjà Vu - July 14, 2010

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010

Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010

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By: Stanley V. Ragalevsky, Sarah J. Ricardi

One of the glaring problems exposed by the recent financial crisis has been the absence of supervisory authority to deal effectively with the insolvency or collapse of significant, nonbank financial companies.  While bank regulators have long been empowered to close and liquidate insolvent banks to protect the public, there was no comparable authority vested in any financial services regulator to close and liquidate insolvent bank holding companies or other kinds of financial companies.  To make matters worse, when several systemically important financial companies were on the verge of collapse in September 2008, they were deemed “too big to fail” and given significant government assistance.  Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) addresses the absence of regulatory authority to liquidate systemically important, nonbank financial companies by creating an “orderly liquidation authority” (“OLA”) process to allow the Treasury Secretary to close and the Federal Deposit Insurance Corporation (“FDIC”) to wind up these companies.      

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Loan Servicing Déjà Vu - July 14, 2010

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010

Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010

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By: Jonathan D. Jaffe, Steven M. Kaplan, Kerri M. Smith

This alert addresses mortgage loan servicing requirements contained in the Mortgage Reform and Anti-Predatory Lending Act (Title XIV of the Dodd-Frank Wall Street Reform and Consumer Protection Act). The Act includes restrictions and requirements imposed on loan servicers regarding qualified written requests, escrow accounts, force placed insurance, periodic statements, crediting of payments, payoff statements, HAMP requirements, and tenant protections following foreclosure, but in many cases these changes piggyback the regulations issued by the Federal Reserve Board in 2008. Nevertheless, these changes could have a material impact on loan servicers and open them up to a federal cause of action with a private right of enforcement.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Financial Regulatory Reform Increases Federal Involvement in Insurance - July 13, 2010

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010

Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010

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By: Diane E. Ambler, András P. Teleki, Collins R. Clark

Two provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (H.R. 4173) specifically target the insurance industry and are intended to promote a higher level of uniformity in the U.S. insurance industry regulatory landscape. First, the Federal Insurance Office Act of 2010 (“FIO Act”) creates a new Federal Insurance Office (“FIO”) within the Department of the Treasury and signals the beginning of a new era of federal involvement, at least at the macro level, in the U.S. insurance industry. Significantly, the FIO Act does not include a federal insurance charter provision, long sought by many in the insurance industry, and the states will remain the primary insurance regulatory authority. Second, the Nonadmitted and Reinsurance Reform Act of 2010 (“NRRA”) changes how authority over some forms of insurance is allocated among the states.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Preemption for National Banks and Federal Thrifts After Dodd-Frank: Answers to the Ten Most Asked Questions - July 9, 2010

Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010

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By: David L. Beam

The last ten years have been a period of consistent expansion of federal preemption for national banks and federal thrifts. That period of expansion will come to a grinding halt if the Senate passes and President Obama signs the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”), which most observers expect to happen shortly after the Senators return from recess on July 12.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform that are being prepared by K&L Gates. Below is a list of other alerts in the series that have already been published:

Increased Regulation of U.S. and Non-U.S. Private Fund Advisers Under the Dodd-Frank Act - July 9, 2010

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010
 

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By: Edward G. Eisert, Rebecca H. Laird, Cary J. Meer, Mark D. Perlow

The authors acknowledge the assistance of associates Megan Munafo and Jarrod Melson in the preparation of this Alert.

The long-awaited financial reform bill, now entitled The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Bill”), appears to be moving toward passage by the Senate and enactment into law later this month. This Alert provides an overview of those provisions of the Dodd-Frank Bill that are likely to most directly affect investment advisers to hedge, private equity and venture capital funds, wherever such advisers and funds are domiciled.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform that are being prepared by K&L Gates. Below is a list of other alerts in the series that have already been published:

Hope You Like Plain Vanilla! Mortgage Reform and Anti-Predatory Lending Act (Title XIV) - July 8, 2010

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010
 

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By: Kristie D. Kully, Laurence E. Platt

The Mortgage Reform Act and Anti-Predatory Lending Act, part of the comprehensive Dodd-Frank Wall Street Reform package under final Hill consideration, will likely melt any hopes for other than plain vanilla residential mortgage loans. Makers of "strawberry" or "rocky road" loans will likely face enhanced scrutiny, and may face increased damages, extended exposure to borrower claims, and risk retention requirements. In this client alert, we summarize the hefty provisions in the Mortgage Reform Act that would require creditors to consider a borrower’s ability to repay; the safe harbor for plain vanilla loans; the restructuring of mortgage originator compensation; and other amendments to TILA, HOEPA, FCRA, HMDA, and the S.A.F.E. Act. In the end, as consumers, the industry, and the federal regulatory agencies work to implement these changes, Supreme Court Justice Breyer may be the final authority on plain vanilla mortgages and the Mortgage Reform Act’s other ambiguous provisions.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Consumer Financial Services Industry, Meet Your New Regulator - July 7, 2010

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010
 

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By: Melanie H. Brody, Stephanie C. Robinson

The centerpiece of the Dodd-Frank Act from a consumer protection standpoint is Title X, the Consumer Financial Protection Act of 2010. The Act will create a powerful consumer financial protection watchdog, the Bureau of Consumer Financial Protection. The majority of existing federal consumer financial protection laws will come under the Bureau's purview, and the Bureau will have broad authority to enforce those laws and to issue its own rules under the Act. This alert describes the Bureau, including its structure, objectives, functions, jurisdiction, rulemaking authority and enforcement powers.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

New Executive Compensation and Governance Requirements in Financial Reform Legislation - July 7, 2010

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010
 

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By: James E. Earle

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), while delayed as the Senate leadership searches for votes, is almost certain nevertheless to be enacted in mid-July 2010. While the Act’s primary purpose is to broadly reform the regulation of the financial services industry, within the massive text of the Act lurk new requirements that may impact executive compensation and corporate governance practices at most public companies, not just banks. This alert highlights these key executive compensation and governance changes.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Financial Regulatory Reform - The Next Chapter: Unprecedented Rulemaking and Congressional Activity - July 7, 2010

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010
 

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By: Daniel F. C. Crowley, Bruce J. Heiman, Karishma Shah Page, Collins R. Clark, Margo A. Dey, Akilah Green, Justin D. Holman

On June 30, 2010, the House adopted the conference report on H.R. 4173, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Bill” or “Bill”). The Senate is expected to follow suit when it returns from recess later in July. This alert provides a high-level summary and analysis of the significant aspects of the Bill. In the days ahead, K&L Gates will be issuing alerts addressing in detail the various provisions of the Bill.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:

Investor Protection Provisions of Dodd-Frank - July 1, 2010

Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 8, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 8, 2010
 

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By Stephen J. Crimmins, Kay A. Gordon and Matt T. Morley

The investor protection provisions of Title IX of the Dodd-Frank Wall Street Reform and Consumer Protection Act promise to make major changes in the world of securities enforcement and regulation.  Thanks to Dodd-Frank, we will shortly see whistleblowers enticed by potentially lucrative bounties for reporting violations to a much larger and more powerful SEC.  In addition to seeing its budget likely double over the next five years, the SEC will benefit from relaxed proof standards in pursuing secondary actors, expanded jurisdiction over foreign cases, the ability to obtain penalty awards in SEC administrative cases, industry-wide bars for securities professionals, and the ability to subpoena trial witnesses nationally.  The SEC will also have the power to impose fiduciary standards on brokers, regulate short selling, restrict customer arbitration agreements, and engage in other extensive rulemaking.

To view the complete alert online, click here.

This client alert is part of a series of alerts focused on monitoring financial regulatory reform. Below is a list of other alerts in the series:
 
Senate Financial Reform Bill Would Dramatically Step Up Regulation of U.S. and Non-U.S. Private Fund Advisers - June 9, 2010

Approaching the Home Stretch: Senate Passes “Restoring American Financial Stability Act of 2010” - June 2010

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By: Edward G. Eisert, Mark D. Perlow, Megan B. Munafo

On Thursday, May 20, 2010, the Senate voted 59-39 to adopt the financial services bill now known as H.R. 4173, the “Restoring American Financial Stability Act of 2010” (the “Senate Bill”).   The Senate Bill is based on the draft Chairman’s Mark released by Senate Banking Committee Chairman Chris Dodd (D-CT) on March 15, 2010, as amended by a package of technical amendments.  A bipartisan Congressional conference committee has now been constituted  to resolve the differences between the Senate Bill and the House bill, which has the same bill number, but is entitled “The Wall Street Reform and Consumer Protection Act of 2009,” passed by the House on December 12, 2009 (the “House Bill”).  The Democratic Congressional leadership anticipates that these differences can be resolved and a final bill presented to the President for enactment into law by early July.

To view the complete alert online, click here.

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On May 20, 2010, the Senate passed the “Restoring American Financial Stability Act of 2010” as amended (“Senate Bill”). Congressional leadership has indicated that conference committee proceedings will take place in June, making it likely that the legislation will be passed by the House and Senate before the July 4th Recess and signed into law by the President shortly thereafter.

To view the complete alert online, click here.

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On Monday, March 15, 2010, Senate Banking Committee Chairman Chris Dodd (D-CT) released a Chairman's Mark of the Restoring American Financial Stability Act of 2010. The Bill, which has been in development for months, is intended to replace the Discussion Draft previously circulated by Chairman Dodd on November 10, 2009 and is different in many respects from H.R. 4173, the Wall Street Reform and Consumer Protection Act of 2009, which was passed by the House on December 12, 2009. The Senate Banking Committee is scheduled to begin marking up the legislation on March 22.

To view the complete alert online, click here.

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