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

Observers widely believe President-Elect Trump will attempt to dismantle much of the Dodd-Frank Act. While to many it is an interesting idea, it may not have the consequences many believe.

Take, for instance, the Dodd-Frank conflict minerals provisions. This appears easy enough to repeal logistically.  But many American companies have invested enormous resources in developing responsible supply chains, such as Apple.  Apple and others could easily require their suppliers remain conflict free and report annually. Compliance could actually be more difficult, if major companies adopt inconsistent requirements.

Another example might be elimination of Dodd-Frank’s say-on-pay vote requirements. ISS could easily adopt a policy that it will recommend a vote against directors of companies that do not hold regular votes.  Or the exchanges could adopt rules requiring listed companies to have claw-back policies even if not mandated by Dodd-Frank, although this would require the cooperation of the SEC.

On another note, President-Elect Trump’s Contract with the American Voter contains a pledge to implement a requirement that for every new federal regulation, two existing regulations must be eliminated. So it would place many in a conundrum.  If you want to implement a universal proxy card, what two SEC regulations do you want to jettison?  Maybe SEC Rule 14a-8? What else?