Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

The SEC has released its planned rulemaking schedule through July 2011.  As was expected, the agency is going to be busy adopting numerous new regulations and amending existing regulations in order to implement the various provisions of the Dodd-Frank Act.  In most cases, the SEC intends to have adopted rules before July 21, 2011, the one-year anniversary of the Dodd-Frank Act and the effective date for many of its provisions, although there are several instances where rules will be adopted sooner.  Here’s a preview of the rulemaking schedule as it relates to some of the topics we’ve been following here.  Section references are to the Dodd-Frank Act itself, which can be found here.

Oversight of Investment Advisers

October – December 2010

§§404 and 406: Propose (jointly with the CFTC for dual-registered investment advisers) rules to implement reporting obligations on investment advisers related to the assessment of systemic risk

§§407 and 408: Propose rules implementing the exemptions from registration for advisers to venture capital firms and for certain advisers to private funds

§410: Propose rules and changes to forms to implement the transition of mid-sized investment advisers (between $25 and $100 million in assets under management) from SEC to State regulation, as provided in the Act

§418: Propose rules to adjust the threshold for “qualified client”

January – March 2011

§913: Report to Congress regarding the study of the obligations of brokers, dealers and investment advisers

§914: Report to Congress regarding the need for enhanced resources for investment adviser examinations and enforcement

§919B: Complete study of ways to improve investor access to information about investment advisers and broker-dealers

April – July 2011 

§§404 and 406: Adopt rules (jointly with the CFTC for dual-registered investment advisers) to implement reporting obligations on investment advisers related to the assessment of systemic risk

§§407 and 408: Adopt rules implementing the exemption from registration for advisers to venture capital firms and to certain advisers to private funds

§410: Adopt rules and form changes to implement the transition of mid-sized investment advisers (between $25 and $100 million in assets under management) from SEC to State regulation, as provided in the Act

§418: Adopt rules to adjust the threshold for “qualified client”

§913: Propose rules as may be appropriate, based on §913 study conducted on the obligations of brokers, dealers and investment advisers

Exempt Offerings

October – December 2010

§413: Propose rules to revise the “accredited investor” standard

§926: Propose rules disqualifying the offer or sale of securities in certain exempt offerings by certain felons and others similarly situated

April – July 2011 

§413: Adopt rules to revise the “accredited investor” standard

§926: Adopt rules disqualifying the offer or sale of securities in certain exempt offerings by certain felons and others similarly situated

Corporate Governance and Disclosure

October – December 2010

§951: Propose rules regarding shareholder votes on executive compensation, golden parachutes

§951: Propose rules regarding disclosure by investment advisers of votes on executive compensation

§952: Propose exchange listing standards regarding compensation committee independence and factors affecting compensation adviser independence; propose disclosure rules regarding compensation consultant conflicts

January – March 2011

§951: Adopt rules regarding shareholder votes on executive compensation, golden parachutes

§ 951: Adopt rules regarding disclosure by investment advisers of votes on executive compensation 

April – July 2011

§952: Adopt exchange listing standards regarding compensation committee independence and factors affecting compensation adviser independence; adopt disclosure rules regarding compensation consultant conflicts

§§953 and 955: Propose rules regarding disclosure of pay-for-performance, pay ratios, and hedging by employees and directors

§954: Propose rules regarding recovery of executive compensation

§957: Propose rules defining “other significant matters” for purposes of exchange standards regarding broker voting of uninstructed shares

The full SEC rulemaking schedule is available here.  In the coming months we’ll be tracking SEC rule-making and will continue to monitor the implementation and effects of the Dodd-Frank Act, so check Dodd-Frank.com frequently.

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